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HomeMy WebLinkAbout FULL PACKET_2018-01-16MINUTES OF THE REGULAR MEETING OF THE CITY COUNCIL OF THE CITY OF SANTA ANA, CALIFORNIA DECEMBER 19, 2017 CLOSED SESSION MEETING CALLED TO ORDER ATTENDANCE PUBLIC COMMENTS — None COUNCIL CHAMBER 22 CIVIC CENTER PLAZA 5:22 P.M. COUNCILMEMBERS Present: MIGUEL A. PULIDO, Mayor MICHELE MARTINEZ, Mayor Pro Tem P. DAVID BENAVIDES VICENTE SARMIENTO (5:31 P.M.) JUAN VILLEGAS COUNCILMEMBERS Absent: JOSE SOLORIO SAL TINAJERO STAFF Present: RAUL GODINEZ, II, City Manager SONIA R. CARVALHO, City Attorney MARIA D. HUIZAR, Clerk of the Council COUNCIL RECESSED to Room 147 for Closed Session discussion at 5:23 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: CONFERENCE WITH LEGAL COUNSEL --EXISTING LITIGATION pursuant to paragraph (1) of subdivision (d) of Section 54956.9 of the Government Code: City of Santa Ana v McDonald's Corporation, Orange County Superior Court Case No. 30-2015-00775718-CU-EI-CJC CITY COUNCIL MINUTES 1 DECEMBER 19, 2017 10A-1 2. CONFERENCE WITH pursuant to paragraph Government Code: LEGAL COUNSEL —INITIATION OF LITIGATION (4) of subdivision (d) of Section 54956.9 of the People of the State of California v Purdue Pharma L.P., et al., Orange County Superior Court, Case No.: 30-2014-00725287 3. CONFERENCE WITH REAL PROPERTY NEGOTIATOR pursuant to Government Code Section 54956.8: Address of Property: 1607 N. Bristol Street, Santa Ana, CA, APN No. 405-252-22 Owners: Jeronimo Chavez and Guadalupe Chavez Negotiators: City Manager Terms: Conditions of potential sale CLOSED SESSION REPORT — See Agenda Item 19A for any reportable action. ADJOURNED THE CLOSED SESSION MEETING AT 5:45 P.M. AND CONVENED TO THE REGULAR OPEN MEETING CITY COUNCIL MINUTES 2 DECEMBER 19, 2017 10A-2 REGULAR OPEN MEETING CALLED TO ORDER COUNCIL CHAMBER 22 CIVIC CENTER PLAZA SANTA ANA, CA 5:47 P.M. ATTENDANCE COUNCILMEMBERS Present: MIGUEL A. PULIDO, Mayor MICHELE MARTINEZ, Mayor Pro Tem P. DAVID BENAVIDES VICENTE SARMIENTO JOSE SOLORIO (5:55 P.M.) SAL TINAJERO (6:18 P.M.) JUAN VILLEGAS PLEDGE OF ALLEGIANCE CEREMONIAL PRESENTATIONS COUNCILMEMBERS Absent: NONE STAFF Present: RAUL GODINEZ, II, City Manager JOHN FUNK, Acting City Attorney MARIA D. HUIZAR, Clerk of the Council MAYOR PULIDO BOB BARNETT, POLICE CHAPLAIN CERTIFICATE OF RECOGNITION presented by COUNCILMEMBER SARMIENTO to the Islamic Center in recognition of their outstanding contributions to the community. CERTIFICATE OF RECOGNITION presented by COUNCILMEMBER SOLORIO to Planned Parenthood in recognition of their 100 -year anniversary. CERTIFICATE OF RECOGNITION presented by COUNCILMEMBER BENAVIDES ON BEHALF OF COUNCILMEMBER TINAJERO to the following Santa Ana High School Varsity Football Team in recognition of their win of the semi-finals. Varsity Players Luis Aguilar Pablo Aguirre Daniel Avalos Jose Avila Adrian Avila Marcos Barriga Joshua Brito Leonardo Bucio Victor Cabrera Fabian Camargo Kevin Castillo Martin Cobos Alan Contreras Jesus Cruz Julian Dimas Enrique Duarte CITY COUNCIL MINUTES 3 DECEMBER 19, 2017 10A-3 Kevin Elguera Daimien Feliz Zennen Flores Francisco Franco Julian Gomez Franky Gonzalez Bryan Guevara Luis Guevara Miguel Gutierrez Varsity Coaches Charlie TeGantvoort David Gutierrez Diantoine Meza Rory Schoonmaker John "Na" Tukia Yeicatl Hernandez Alan Higinio Eduardo Iniguez Brian Landaverde Eduardo Lares Nicholas Larriva Damian Macias Jesus Macias Everardo Medrano Ismael Mojica Gabino Mojica Elder Morales Hector Navarro Elmer Nunez Ricardo Ornelas Allen Pacheco Pablo Perez Lincoln Walden -Schulz Hector Uresti Kristen Brown Dakota Lambert Tim Smith Jhon Ramirez Isaiah Ramirez Jerard Rojas Jose Secundino Jonathan Sibrian Michael Tellez Antonio Torres Kain Vega Ulysses Velasco Joshua Villegas Albert Rodriguez Cesar Plascentia Mel Mitchell AGENDA ITEMS CONSIDERED OUT OF ORDER *Councilmember Sarmiento, reported that out of an abundance of caution and in close proximity to a business interest, abstained on Agenda Items 55D, 75A and 75B. He left the dais for the duration of the deliberation of said item. 55D. ADOPT A RESOLUTION SUPPORTING COMMUNITY DEVELOPMENT PARTNERS SUBMITTAL OF AN APPLICATION FOR THE AFFORDABLE HOUSING AND SUSTAINABLE COMMUNITIES PROGRAM, AND, IF AWARDED, AUTHORIZING THE CITY TO ENTER INTO A CONTRACT WITH COMMUNITY DEVELOPMENT PARTNERS TO CONSTRUCT THE TRANSPORTATION RELATED INFRASTRUCTURE FOR THE TINY TIM APARTMENTS LOCATED AT 2223 WEST FIFTH STREET {STRATEGIC PLAN NO. 5, 3 AND 6} - Community Development Agency The following spoke on the matter: • Alan Woo, opined neighborhood impacted by rail is occupied by veterans, trolley project will divide neighborhood, and requested City Council to work with community to amend General Plan. • Esther Fonseca, representative of Artesia Pilar Neighborhood Association, echoed comments made by Mr. Woo; opined that community has not been engaged in development of project, will create severe overcrowding; units to be constructed do not provide adequate parking and cause severe overcrowding, and have a negative environmental impact. • Joo Yoon, representing a recycling center next to Tiny Tim Plaza, expressed concern with lack of communication with neighborhood, negative impact on business and community. CITY COUNCIL MINUTES 4 DECEMBER 19, 2017 10A-4 Luzy (Lucinda) Solorzano, representative of Artesia Pilar Neighborhood Association, expressed concern as to project impact, need for more integrated affordable housing program, urged City Council to oppose item, and expressed opposition to concentration of low income high density apartments. Council discussion ensued. Councilmember Villegas, reflected on resident's concern with project location, there have been no investments in this area since 1963, and requested commitment from City Council to have no other projects along 5t' Street. Mayor Pro Tem Martinez, noted that State Mandates (SB1000) forthcoming and premature to approve project without having General Plan. Candida Neal, Acting Executive Director of Planning and Building, noted that City is in compliance even if law becomes effective in January of 2018.; no Environmental Justice study because only impacted one element of the General Plan. Judson Brown, Housing Manager, indicated that Cap and Trade funds will expire if item not approved. Councilmember Benavides, supports project, but would like to ensure that future projects throughout the City incorporate community feedback and address concerns raised by the neighborhood such a parking in this project. Councilmember Solorio, asked staff how City of Santa Ana is meeting new housing unit obligation; need to meet housing obligations, provide adequate parking and future light rail project. Councilmember Tinajero, opined City of Santa Ana's need for affordable housing; 50% of residents do not own cars; expressed concern as to insufficient number of affordable housing units. MOTION: 1. Adopt a resolution. RESOLUTION NO 2017-078 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA SUPPORTING COMMUNITY DEVELOPMENT PARTNERS SUBMITTAL OF AN APPLICATION FOR FUNDING UNDER THE AFFORDABLE HOUSING AND SUSTAINABLE COMMUNITIES PROGRAM, AND, IF AWARDED, AUTHORIZING THE CITY TO ENTER INTO A CONTRACT WITH DEVELOPER UTILIZING THE GRANT FUNDS TO CITY COUNCIL MINUTES 5 DECEMBER 19, 2017 10A-5 CONSTRUCT THE TRANSPORTATION RELATED INFRASTRUCTURE FOR THE TINY TIM APARTMENTS PROJECT LOCATED AT 2223 W. FIFTH STREET 2. If awarded, authorize City to enter into a contract with Community Development Partners to construct the transportation related infrastructure. (AGMT No. 2017-342) MOTION: Benavides VOTE: AYES: NOES: ABSTAIN: ABSENT: SECOND: Villegas Benavides, Pulido, Martinez, Solorio, Tinajero, Villegas (6) None (0) Sarmiento (1) None (0) 75A. PUBLIC HEARING — MITIGATED NEGATIVE DECLARATION/ ENVIRONMENTAL REVIEW NO. 2016-165, GENERAL PLAN AMENDMENT NO. 2017-02 AND AMENDMENT APPLICATION NO. 2017-03 FOR THE TINY TIM PLAZA PROJECT LOCATED AT 2223 AND 2237 WEST FIFTH STREET — BRIAN HENDRICKS, APPLICANT {STRATEGIC PLAN NOS. 3, 2; 5, 31 - Planning and Building Agency Planning Commission approved recommended action on November 27, 2017 by a vote of 3-2 (Nguyen and Verino dissented; and Alderete and Bacerra absent). Legal Notice published in the Orange County Reporter on December 8, 2017 and notices mailed out on December 7, 2017. Mayor Pulido opened the Hearing. The following spoke on the matter: • Alan Woo, opined rail will create an intrusion and disintegrate the integrity of the neighborhood, City and community should be looked at as an asset, and asked future projects to be a community benefit. • Luzy (Lucinda) Solorzano, representative of Artesia Pilar Neighborhood Association, opined area has been long ignored, residents are not opposed to redevelopment, and expressed concerned as to insufficient parking. • Victor Rios, opined project will create more congestion and parking deficiency and noted he will be the most affected. • Joo Yoon, expressed concern with lack of project information shared with the community, negative impact on his business, and resulting traffic congestion from the project; asked for clarity and transparency moving forward. CITY COUNCIL MINUTES 6 DECEMBER 19, 2017 10A-6 • Maria Morales, addressed City Council to express concern as to parking, rezoning, vandalism, and crime. • Lisa Fernandez, expressed concern as to traffic congestion, lack of parking, security, and vandalism; requested street light or speed bump to address speeding problems have been turned down. The Hearing closed. Council discussion ensued. Councilmember Villegas, noted at the time the project was presented his request to create a substation that will provide a desk for officers to periodically stop by and clarified it would not be a traditionally manned substation. Judson Brown, Housing Manager, confirmed developer's commitment to provide a substation. Mayor Pro Tem Martinez, concerned of entitlement and change in general plan. Requested staff to provide review of current traffic pattern, improvements to infrastructure, and environmental impact. Expressed concern as to ongoing infrastructure maintenance funding, need for incremental growth and sustainability. Fred Mousavipour, Executive Director of Public Works, noted area has a 10,000 vehicles per day use and does not justify the street width. Recommends reducing a lane and adding protective bike lane. Noted sewer and water line capacity is sufficient for new development, and developer's commitment to add additional street lighting. Candida Neal, Acting Executive Director of Planning and Building, noted that environmental impact report was addressed, ongoing infrastructure investments being funded by new project, and parking study performed confirmed project met parking requirements. Councilmember Solorio, asked if project meets existing parking requirements. Noted General Plan is available to the public online. Opined City has invested resources on infrastructure in recent years and expressed security needs could be addressed by filling police officer vacancies. MOTION: 1. Adopt a resolution. RESOLUTION NO 2017-079 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING MITIGATED NEGATIVE DECLARATION, ENVIRONMENTAL REVIEW NO. 2016- 165 AND GENERAL PLAN AMENDMENT NO. 2017-02 FOR THE PROPERTIES LOCATED AT 2223 AND 2237 WEST FIFTH STREET CITY COUNCIL MINUTES 7 DECEMBER 19, 2017 10A-7 2. Place ordinance on first reading and authorize publication of title. ORDINANCE NO NS -2935 - AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING AMENDMENT APPLICATION NO. 2017-03 REZONING THE PROPERTIES LOCATED AT 2223 AND 2237 WEST FIFTH STREET FROM SINGLE-FAMILY AND TWO-FAMILY RESIDENCE (R1/R2) TO SPECIFIC DEVELOPMENT (SD) NO. 92 (AA NO. 2017-03) AND ADOPTING SPECIFIC DEVELOPMENT NO. 92 (SD -92) FOR SAID PROPERTIES MOTION: Solorio SECOND: Benavides VOTE: AYES: Benavides, Pulido, Solorio, Villegas (4) NOES: Tinajero, Martinez (2) ABSTAIN: Sarmiento (1) ABSENT: None (0) 75B. PUBLIC HEARING - TAX EQUITY AND FISCAL RESPONSIBILITY (TEFRA) - ISSUANCE OF TAX EXEMPT BONDS FOR THE BENEFIT OF TINY TIM APARTMENTS, LOCATED AT 2223 WEST FIFTH STREET AND RESOLUTION APPROVING THE ISSUANCE OF BONDS {STRATEGIC PLAN NO. 5, 3) - Community Development Agency Legal Notice published in the Orange County Reporter on December 4, 2017. Mayor Pulido opened the Hearing. The following spoke on the matter: 1. Alan Woo, addressed City Council and requested project planning to be done with residents to establish standards and joint vision that can be tracked. The Hearing closed. Council discussion ensued. Mayor Pro Tem Martinez, noted unusual process to approve bonds without going through an entitlement process, need for an established policy on upcoming TEFRA agenda items. Councilmember Benavides, project addresses larger housing needs of the community, is in line with housing elements, and expressed support for the project. CITY COUNCIL MINUTES 8 DECEMBER 19, 2017 10A-8 MOTION: 1. Conduct a-- ax Equity and Fiscal Responsibility Act Hearing in consideratin of the issuance of tax exempt bond financing by the Califon is Statewide Communities Development Authority ("CSCDA" I or the "Authority") on behalf of Community Developmept Partners (the "Borrower"), for the benefit of Tiny Tim Apartments (the "Project") to finance the acquisition, construction, improvement, and equipping of the Project, a 51- unit multifamily rental housing project located at 2223 West Fifth Street, Sana Ana, California. 2. Adopt a RESOLUTI(ti N NO 2017-080 - A RESOLUTION OF THE CITY COUNCIL DF THE CITY OF SANTA ANA APPROVING THE ISSUANCE BY THE CALIFORNIA STATEWIDE COMMUNITIES DEVELOPN ENT AUTHORITY OF MULTIFAMILY HOUSING REVENUE BONDS FOR THE TINY TIM APARTMENTS MOTION: Villijgas SECOND: Benavides VOTE: AYr'S: Benavides, Pulido, Solorio, Tinajero, Villegas (5) Martinez (1) AIN: Sarmiento (1) None (0) 80A. JOINT SESSION OF THE CITY COUNCIL AND THE HOUSING AUTHORITY /XGENCY - HOUSING SUCCESSOR ANNUAL REPORT FOR FY 2016=(17 — LOW AND MODERATE INCOME HOUSING ASSET FUND {STRATEGIC PLAN NO. 5, 11 — Community Development Agency MOTION: Receive and file. MOTION: Bgbavides SECOND: Tinajero VOTE: AYES: Benavides, Martinez, Pulido, Sarmiento, I Solorio, Tinajero, Villegas (7) NOES: None (0) CITY COUNCIL MINUTES 9 DECEMBER 19, 2017 10A-9 ABSTAIN: None (0) ABSENT: None (0) " Mayor Pulido and Councilmember Sarmiento, reported that out of an abundance of caution and because an official advice letter from Fair Political Practices Commission has not been receive, abstained on Agenda Item 85A and left the dais for the duration of discussion. COUNCIL AGENDA ITEMS Pursuant to Santa Ana Charter Section 411, any member of the City Council may place items on the City Council Agenda to be considered by the City Council. 85A REQUEST TO "CALL UP" PLANNING COMMISSION ITEMS CONDITIONAL USE PERMIT (CUP) NOS. 2013 -2 -MOD AND 2013 -7 - MODIFICATION TO DISCUSS THE ISSUE OF ALCOHOL CUPS IN THE DOWNTOWN. UNDER THE REVISED ORDINANCE, THE CITY COUNCIL, BY MAJORITY VOTE, MAY SET THIS MATTER FOR REVIEW AT A PUBLIC HEARING (COUNCILMEMBER SOLORIO) The following spoke on the matter: • Jeffrey J. Jensen, owner of C4 Deli and Chapter 1, opined CUP process was extremely difficult, and noted City of Santa Ana should be more pro-business. Councilmember Solorio, asked staff to present Planning Commissions actions, current policy for alcohol sales, and any over concentration rules; necessity to review of downtown city service needs, current revenue being generated, and process of consideration 'by Planning Commission and City Council. Acting Executive Director of Planning and Building Neal, summarized Planning Commission approval modification of existing CUP and after hours permit. Presented City Council with current policy for alcohol sales after hours, review process by Police Department, and City Councils opportunity to appeal an action made by the Planning Commission. Councilmember Tinajero, commented that Mr. Jensen was one of the first to invest in Downtown Santa Ana when it wasn't profitable to do so, has a successful business, and impeccable reputation. Noted calls for service are paid by a special tax and asked to end this discussion and public hearing to this matter. Councilmember Benavides, reflected on investments in Downtown Santa Ana, risk to business owners, and opined Downtown attracts residents throughout Orange County. Opined City of Santa Ana should be more business friendly and encourage investment and growth. CITY COUNCIL MINUTES 10 DECEMBER 19, 2017 10A-10 Motion to deny request to set for public hearing by Councilmember Tinajero; seconded by Councilmember Benavides. Matter withdrawn by author of item. * Mayor Pulido, left the meeting at 7:52 p.m. and did not return. CLOSED SESSION REPORT — Acting City Attorney John Funk reported items listed under 19A on Consent Calendar. PUBLIC COMMENTS (AGENDIZED ITEMS) - NONE CONSENT CALENDAR ITEMS MOTION: Approve staff recommendations on the following Consent Calendar Items 10A through 29A, with the following modifications: • Mayor Pro Tem Martinez pulled Agenda Items 19D, 25E, 25M, and 25Q for separate discussion, and dissented on Agenda Item 20C, 25H, 251, 25J, 25K, and 250; and • Councilmember Solorio pulled Agenda Items 25A, 25F, 25G and 25Q for separate discussion. MOTION: Sarmiento SECOND: Solorio VOTE: AYES: Benavides, Martinez, Tinajero, Villegas (6) NOES: None (0) ABSTAIN: None (0) ABSENT: Pulido (1) ADMINISTRATIVE MATTERS Sarmiento, Solorio, CITY COUNCIL MINUTES 11 DECEMBER 19, 2017 10A-11 MINUTES 10A. MINUTES FROM THE SPECIAL JOINT STUDY SESSION OF THE CITIES OF GARDEN GROVE AND SANTA ANA OF DECEMBER 4, 2017 {STRATEGIC PLAN NO. 5, 1} - Clerk of the Council Office MOTION: Approve Minutes. 10B. MINUTES FROM THE REGULAR MEETING OF DECEMBER 5, 2017 {STRATEGIC PLAN NO. 5, 1} - Clerk of the Council Office MOTION: Approve Minutes. ORDINANCES/SECOND READING In the event a Councilmember recorded an "abstention" before consideration of the following ordinance(s) on first reading, such abstention will also be reflected in the minutes for second reading. 11A. ORDINANCE SECOND READING: ADOPT AN ORDINANCE REAUTHORIZING THE PUBLIC, EDUCATIONAL, AND GOVERNMENT (PEG) FEE ON STATE VIDEO SERVICE FRANCHISES OPERATING WITHIN THE CITY {STRATEGIC PLAN NO. 5, 1} - Clerk of the Council Office Placed on first reading at the December 5, 2017 City Council meeting and approved by a vote of 6-0 (Villegas absent). Published in the Orange County Reporter on December 8, 2017. MOTION: Place ordinance on second reading and adopt. ORDINANCE NO NS -2934 - AN UNCODIFIED ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA REAUTHORIZING THE PUBLIC, EDUCATIONAL, AND GOVERNMENT (PEG) FEE ON STATE VIDEO SERVICE FRANCHISES OPERATING WITHIN THE CITY 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: CITY COUNCIL MINUTES 12 DECEMBER 19, 2017 10A-12 CITY OF SANTA ANA V MCDONALD'S CORPORATION, ORANGE COUNTY SUPERIOR COURT CASE NO. 30-2015- 00775718-CU-EI-CJC; AUTHORIZED A SETTLEMENT IN THE AMOUNT OF $2,340,200 FOR PURCHASE OF PROPERTY APPROVED BY 4-1 VOTE (MARTINEZ DISSENTED AND SOLORIO AND TINAJERO ABSENT). (AGMT NO. 2017-374) CONFERENCE WITH LEGAL COUNSEL —INITIATION OF LITIGATION pursuant to paragraph (4) of subdivision (d) of Section 54956.9 of the Government Code: People of the State of California v Purdue Pharma L.P., et al., Orange County Superior Court, Case No.: 30-2014-00725287; approved intervention in the matter allowing City to become a plaintiff approved by 4-0 vote (Sarmiento, Solorio and Tinajero absent) 19B. EXCUSED ABSENCES — NONE 19C. STRATEGIC PLAN MONTHLY REPORT FOR NOVEMBER 2017 {STRATEGIC PLAN NO. 5, 1) - City Manager's Office MOTION: Receive and file. TION PROCESS FOR FISCAL YEAR 1 9; Al - (tnmmi inity r1PVP1nnmPnt Aner Community Redevelopment and Housing Commission reviewed the draft Nonprofit CDBG application on November 15, 2017 and concurred with staff recommendations to expand current application requirements and guidelines. Mayor Pro Tem Martinez, inquired as to what documentation is needed to verify program requirements such as the Summer Night Lights program. Also, program information should be shared with the Santa Ana Unified School District and California Endowment and asked if Census data that includes low-income information. Councilmember Benavides, asked staff how program model can be implemented for community members to participate, enrollment process, and participation requirements. Judson Brown, Housing Manager, noted CDBG funds come with requirements and planned community outreach. Councilmember Solorio, supports program and thanked staff for helping expand community development programs. CITY COUNCIL MINUTES 13 DECEMBER 19, 2017 10A-13 MOTION: Receive and file. MOTION: Martinez VOTE: AYES: NOES: ABSTAIN: ABSENT: SECOND: Solorio Benavides, Martinez, Tinajero, Villegas (6) None (0) None (0) Pulido (1) BUDGETARY MATTERS APPROPRIATION ADJUSTMENTS Sarmiento, Solorio, 20A. APPROVE AN AGREEMENT AND APPROPRIATION ADJUSTMENT FOR SANTA ANA COLLEGE WORKFORCE SERVICES PROGRAM FOR WORKFORCE AND JOB DEVELOPMENT ACTIVITIES {STRATEGIC PLAN NO. 2, 41 - Community Development Agency MOTION: 1. Authorize the City Manager and Clerk of the Council to execute an agreement (#DO -17-2058-01, Grant # 15-068-035) recognizing $91,906 awarded to the City of Santa Ana, Santa Ana WORK Center by the Rancho Santiago Community College District, effective December 19, 2017 through June 30, 2018, subject to non -substantive changes approved by the City Manager and City Attorney. (AGMT No. 2017-343) 2. Approve an appropriation adjustment. (Requires five affirmative votes) APPROPRIATION ADJUSTMENT NO. 2018-50 - Recognizing $91,906 in funds from the Rancho Santiago Community College District in revenue account and appropriate the same amount to expenditure account. 20B. AWARD CONTRACT FOR CONSTRUCTION OF SANDPOINTE PASEO SECURITY LIGHTING (PROJECT 16-2648) {STRATEGIC PLAN NOS. 6, CITY COUNCIL MINUTES 14 DECEMBER 19, 2017 1 OA -14 1C AND 1G} — Public Works Agency and Parks, Recreation and Community Services Agency MOTION: 1. Reject all bids received on October 10, 2017, for construction of the Sandpointe Paseo Security Lighting project due to changes in the scope of work. 2. Authorize the City Manager and the Clerk of the Council to award and execute a construction contract to California Professional Engineering, Inc., the lowest responsible bidder, in accordance with the base bid in the amount of $176,425, for the term beginning upon execution of the contract and ending upon project completion, for construction of the Sandpointe Paseo Security Lighting project, subject to nonsubstantive changes approved by the City Manager and the City Attorney. 3. Approve an appropriation adjustment. (Requires five affirmative votes) APPROPRIATION ADJUSTMENT NO. 2018-054 Approve an appropriation adjustment recognizing $30,000 from prior year fund balance revenue in the District 3 A&D fund revenue account and appropriating the same into the District 3 A&D fund expenditure account. 4. Approve the Project Cost Analysis for a total estimated project delivery cost of $238,174, which includes the contract base bid, administration, inspection, testing, and a $35,285 contingency. 20C. PURCHASE AGREEMENT FOR REAL PROPERTY ACQUISITION FOR BRISTOL STREET IMPROVEMENTS PHASE 4: 1301 WESTCAMDEN PLACE (PROJECT NO. 116741, NON -GENERAL FUND): {STRATEGIC PLAN NOS. 6, 1 G; 3, 2C} - Public Works Agency MOTION: 1. Authorize the City Manager and Clerk of the Council to execute a Purchase Agreement for the real property acquisition, temporary construction easements, and goodwill (if any) for the property located at 1301 W. Camden Place (APN 408-334-18) with , the property owner Pedro Castrejon and Natividad Castrejon, for full acquisition in an amount of $540,000, subject to non -substantive changes approved by the City Manager and City Attorney. (AGMT No. 2017-344) CITY COUNCIL MINUTES 15 DECEMBER 19, 2017 10A-15 2. Approve an appropriation adjustment. (Requires five affirmative votes) APPROPRIATION ADJUSTMENT NO. 2018-055 - Recognizing $1,000,000 from prior year fund balance in the Transportation System Improvement Area (TSIA) F revenue account, and appropriating the same into the Transportation System Improvement Area F expenditure account for Project 11-6741. "Mayor Pro Tem Martinez dissented on Agenda Item 20C. SPECIFICATIONS — PURCHASE OF EQUIPMENT AND SERVICES 22A. SPEC. NO. 17-110 - AWARD PURCHASE ORDER FOR A FORD F-650 TRUCK SPECIALLY EQUIPPED WITH CARGO BOX BODY AND LATERAL LINING {STRATEGIC PLAN NO. 6, 2) (Public Works Agency) - Finance and Management Services MOTION: Authorize a one-time purchase and payment of purchase order to Transwest Truck Center, for a total amount not to exceed $220,260, subject to nonsubstantive changes approved by the City Manager and City Attorney. AGREEMENTS WEB STREAMING AND ARCHIVI DI AAI Kin r 1l - (dark of tha Cnunril nffir. Councilmember Solorio, supports open data platforms and transparency Clerk of the Council Huizar, noted proposed contract would implement an agenda automation workflow system to assist with the agenda management and would continue to provide web streaming and archival services of City Council meetings. Councilmember Sarmiento, expressed support for continued efforts to be more open and accessible to the public; staff to incorporate into the Sunshine ordinance for continued transparency. Mayor Pro Tem Martinez, thanked Clerk of the Council for looking to the future, her leadership, and expressed City Council's support for being more transparent. MOTION. Authorize the City Manager and Clerk of the Council to execute an agreement with Granicus Inc. to continue providing web streaming, archiving services of legislative meetings and for the implementation of automated agenda workflow, for a three-year term, CITY COUNCIL MINUTES 16 DECEMBER 19, 2017 1OA-16 commencing January 1, 2018, in an amount of $55,126.64 which include $19,200 in one-time cost for the first year, second year in the amount of $38,441.50 and third year in the amount of $41,132.41 for a total aggregate amount of $134.700.55 and an option for two one- year renewals at a 7% consumer price index increase, subject to non -substantive changes approved by the City Manager and City Attorney. (AGMT. No. 2017-345) MOTION: Solorio VOTE: AYES: NOES: ABSTAIN: ABSENT: SECOND: Sarmiento Benavides, Martinez, Tinajero, Villegas (6) None (0) None (0) Pulido (1) Sarmiento, Solorio, 25B. APPROVE AN AGREEMENT FOR UNIFORM RENTAL AND CLEANING SERVICES {STRATEGIC PLAN NO. 7, 4} - Finance and Management Services; Public Works Agency; and Parks, Recreation and Community Services Agency MOTION: Authorize the City Manager and the Clerk of the Council to execute a Uniform Rental & Cleaning Services agreement with Mission Linen & Uniform Supply for the period of January 1, 2018 through December 31, 2020, with an option for an additional three one-year renewals exercisable by the City Manager, in an annual amount of $50,000, for a total aggregate amount of $300,000, subject to non -substantive changes approved by the City Manager and City Attorney. (AGMT. No. 2017-346) 25C. APPROVE AN AGREEMENT FOR THE PURCHASE OF UNLEADED AND DIESEL FUEL {STRATEGIC PLAN NO. 6, 21 - Finance and Management Services MOTION: Authorize the City Manager and Clerk of the Council to execute a five-year agreement from January 1, 2018 through December 31, 2022 with IPC Fuel Distribution for the purchase of unleaded and diesel fuel in a total annual amount not to exceed $950,000 during each year of the Agreement. The total sum to be expended under this agreement for the entire term shall not exceed $4,750,000, subject to non -substantive changes approved by the City Manager and City Attorney. (AGMT. No. 2017-347) CITY COUNCIL MINUTES 17 DECEMBER 19, 2017 10A-17 25D. AUTHORIZATION TO ISSUE REQUEST FOR PROPOSAL FOR RECORDKEEPING AND INVESTMENT ADVISORY SERVICES FOR THE 457 DEFERRED COMPENSATION PLAN AND ADOPT AMENDMENTS TO CURRENT AGREEMENTS {STRATEGIC PLAN NO. 7, 4} - Finance and Management Services MOTION: 1. Authorize staff to issue two Requests for Proposals: 1) for Recordkeeping and Communication Services and 2) for Investment Advisory Services pertaining to the 457 Deferred Compensation Plan. 2. Authorize the City Manager and Clerk of the Council to execute an extension with Great -West Financial to maintain services during the Requests for Proposals for recordkeeping and communication services pertaining to the 457 deferred compensation plan for a nine-month period beginning January 1, 2018 through September 30, 2018, subject to non -substantive changes approved by the City Manager and City Attorney. (AGMT. No. 2017-348) 3. Authorize the City Manager and Clerk of the Council to execute an amendment with Benefit Financial Services Group (BFSG), for plan and investment advisory services pertaining to the 457 deferred compensation plan for a one-year period beginning January 1, 2018 through December 31, 2018 for an amount not to exceed $20,000, subject to non -substantive changes approved by the City Manager and City Attorney. (AGMT. No. 2017-349) ERVICES AT VARIOUS CITY FACILITIES {STRATEGIC PLAN NO. B} - Parks, Recreation and Community Services Agency, and Put MOTION: Authorize the City Manager and Clerk of the Council to execute an agreement with Service First Contractors dba Service 15t, in an annual amount not to exceed $96,340, which includes a 200/0 contingency, for a term from January 1, 2018 through December 31, 2019, with two, one-year renewal options for a total amount not to exceed $385,360, subject to non -substantive changes approved by the City Manager and City Attorney. (AGMT. No. 2017-350) MOTION: Tinajero SECOND: Benavides CITY COUNCIL MINUTES 18 DECEMBER 19, 2017 10A-18 VOTE: AYES: Benavides, Martinez, Tinajero, Villegas (6) NOES: None (0) ABSTAIN: None (0) ABSENT: Pulido (1) Sarmiento, Solorio, :NCY FOR UNARMED SECURITY GUARD SERVICES A CITY LOCATIONS {STRATEGIC PLAN NO: 6,. 1C}Park, Councilmember Solorio, asked staff to speak on the need for additional security and ability to insource security services. Executive Director of Parks, Recreation and Community Services Agency, Gerardo Moet, provided City Council with history of the building, planned archive use and restoration, and security concerns. Mayor Pro Tem Martinez, opined security should be addressed, Police Department's ability to respond, and continue efforts to be proactive. MOTION: Authorize the City Manager and Clerk of the Council to execute an amendment to the agreement with U.S. Security Associates, Inc., to increase the contingency by $17,255 for a total contingency of $40,055 and total compensation of $1,171,787, for the three-year period beginning June 1, 2017, and expiring May 31, 2020, subject to non -substantive changes approved by the City Manager and City Attorney. (AGMT. No. 2017-351) MOTION: Benavides VOTE: AYES: NOES: ABSTAIN: ABSENT: SECOND: Villegas Benavides, Martinez, Tinajero, Villegas (5) Soloro (1) None (0) Pulido (1) Sarmiento, Solorio, MAYOR PRO TEM MARTINEZ AND MEMBERS OF THE CITY COUNCIL RECOGNIZED THE OUTSTANDING SERVICE OF ED RAYA, UPON HIS CITY COUNCIL MINUTES 19 DECEMBER 19, 2017 10A-19 RETIREMENT FROM THE CITY OF SANTA ANA AS THE PERSONNEL SERVICES EXECUTIVE DIRECTOR. ING SERVICES IN THE CIVIC CENTER {STRA - Parks Racraatinn and Community Services Aae Councilmember Solorio, request that staff provide cot analysis of city provided service versus contracting out and include prevailing wage component, if applicable. MOTION: Authorize the City Manager and Clerk of the Council to execute an amendment to the agreement with Superior Property Services, by extending the term through June 30, 2018 and increasing the agreement amount by $77,688, which includes a 20% contingency, to cover the extended period, subject to non - substantive changes approved by the City Manager and City Attorney. (AGMT. No. 2017-352) MOTION: Tinajero SECOND: Sarmiento VOTE: AYES: Benavides, Martinez, Sarmiento, Solorio, Tinajero, Villegas (6) NOES: None (0) ABSTAIN: None (0) ABSENT: Pulido (1) 25H. APPROVE A MEMORANDUM OF UNDERSTANDING AGREEMENT WITH THE CONFIDENTIAL ASSOCIATION (CASA) LABOR BARGAIING GROUP {STRATEGIC PLAN NO. 7, 4 and 6} - Personnel Services Agency MOTION: Adoption of a Memorandum of Understanding with the Confidential Association (CASA) regarding wages and other terms and conditions of employment for a term from July 1, 2017 through December 31, 2018, for an estimated cost of $128,000, subject to non -substantive changes approved by the City Manager and City Attorney. (AGMT. No. 2017-353) *Mayor Pro Tem Martinez dissented on Agenda Item 25H CITY COUNCIL MINUTES 20 DECEMBER 19, 2017 1 OA -20 251. APPROVE A MEMORANDUM OF UNDERSTANDING AGREEMENT WITH THE POLICE MANAGEMENT ASSOCIATION (PMA) LABOR BARGAINING GROUP {STRATEGIC PLAN NO. 7, 4 and 6} - Personnel Services Agency MOTION: Adoption of a Memorandum of Understanding with the Management Association of City of Santa Ana (PMA) regarding wages and other terms and conditions of employment for a term from July 1, 2017 through June 30, 2018, for an estimated cost of $241,500, subject to non -substantive changes approved by the City Manager and City Attorney. (AGMT. No. 2017-354) *Mayor Pro Tem Martinez dissented on Agenda Item 251. 25J. APPROVE A MEMORANDUM OF UNDERSTANDING AGREEMENT WITH THE SANTA ANA MANAGEMENT ASSOCIATION (SAMA) LABOR BARGAINING GROUP {STRATEGIC PLAN NO. 7, 4 and 6} - Personnel Services Agency MOTION: Adoption of a Memorandum of Understanding with the Santa Ana Management Association (SAMA) regarding wages and other terms and conditions of employment for a term from July 1, 2017 through December 31, 2018, for an estimated cost of $160,000, subject to non -substantive changes approved by the City Manager and City Attorney. (AGMT. No. 2017-355) *Mayor Pro Tem Martinez dissented on Agenda Item 25J. 25K. APPROVE A MEMORANDUM OF UNDERSTANDING AGREEMENT WITH THE PART-TIME CIVIL SERVICE EMPLOYEES INTERNATIONAL UNION (PTCS-SEIU) LABOR BARGAINING GROUP {STRATEGIC PLAN NO. 7, 4 and 6} - Personnel Services Agency MOTION: Adoption of a Memorandum of Understanding (Exhibit 1) with the Part-time Civil Service- SEW (PTCS-SEIU) bargaining group regarding wages and other terms and conditions of employment for a term from July 1, 2017 through December 31, 2018, for an estimated cost of $13,700, subject to non -substantive changes approved by the City Manager and City Attorney. (AGMT. No. 2017- 356) *Mayor Pro Tem Martinez dissented on Agenda Item 25K. 25L. APPROVE AN AGREEMENT FOR SPECIAL LEGAL COUNSEL FOR LABOR NEGOTIATION SERVICES {STRATEGIC PLAN NO. 7; 4,6 AND 7} - Personnel Services Agency MOTION: Authorize the City Manager and Clerk of the Council to execute a Professional Services Agreement with Liebert Cassidy CITY COUNCIL MINUTES 21 DECEMBER 19, 2017 1 OA -21 Whitmore for the period of January 1, 2018 through December 31, 2018, in the amount of $75,000, with an option to extend for one-year, subject to non -substantive changes approved by the City Manager and City Attorney. (AGMT. No. 2017-357) FORNIA AS OF EEMENTS WITH .PLANNING 4 UPDATE_ {STRATEGIC PLAP GOVERNMENTS (SLAG) CONSULTANTS FOR GEI KincZ 4 9A• F Al - Planni Mayor Pro Tem Martinez, thanked staff for their efforts to update the general plan and expressed support. MOTION: 1. Authorize the City Manager and Clerk of the Council to execute a Memorandum of Understanding with the Southern California Association of Governments (SCAG) utilizing the Sustainability Planning Grant in the amount of $325,000 for consulting services for a two-year term to update the City of Santa Ana General Plan to promote sustainable development and practices, subject to non -substantive changes approved by the City Manager and City Attorney. (AGMT. No. 2017-358) 2. Authorize the City Manager and Clerk of the Council to execute contracts for a two year term commencing December 19, 2017, with the option for the City to grant up to a one year renewal for a team of three consulting firms to provide planning and technical services for the preparation of comprehensive General Plan Update for the City of Santa Ana, subject to non -substantive changes approved by the City Manager and City Attorney: A. With MIG Inc. in the amount of $238,500. (AGMT. No. 2017-359), B. With AECOM in the amount of $69,070. (AGMT. No. 2017-360), and C. With Placeworks in the amount of $48,000. (AGMT. No. 2017- 361) MOTION: Martinez SECOND: Villegas VOTE: AYES: Benavides, Martinez, Sarmiento, Solorio, Tinajero, Villegas (6) NOES: None (0) CITY COUNCIL MINUTES 22 DECEMBER 19, 2017 1 OA -22 ABSTAIN: None (0) ABSENT: Pulido (1) 25N. APPROVE AN AGREEMENT FOR PURCHASE OF POLICE SERVICE DOGS AND TRAINING SERVICES {STRATEGIC PLAN GOAL NO. 1, 51 - Police Department MOTION: Authorize the City Manager and Clerk of the Council to execute the attached three-year agreement with Adlerhorst International, LLC. for the period of December 19, 2017 through December 18, 2020, in the amount of $89,800, subject to non - substantive changes approved by the City Manager and City Attorney. (AGMT. No. 2017-362) 250. APPROVE AN AGREEMENT FOR JAIL MANAGEMENT SYSTEM MAINTENANCE AND CUSTOMER SUPPORT {STRATEGIC PLAN NO. 1, 4A} - Police Department MOTION: Authorize the City Manager and Clerk of the Council to execute the attached one-year agreement with Advanced Technology Information Systems (ATIMS), for the period of December 19, 2017 through December 18, 2018, with an option to extend for one-year, in an amount not to exceed $131,780 (including a $66,780 base agreement, $55,000 of interface enhancements to tie into the Police Department's new TriTech Integrated Software, and a $10,000 contingency), subject to non -substantive changes approved by the City Manager and City Attorney. (AGMT. No. 2017-363) "Mayor Pro Tem Martinez dissented on Agenda Item 250. 25P. APPROVE AGREEMENTS FOR ON-CALL WATER AND SEWER CLEANUP SERVICES {STRATEGIC PLAN NO. 6, 1B} - Public Works Agency MOTION: Authorize the City Manager and Clerk of the Council to execute agreements for a three-year period beginning December 20, 2017, and expiring December 19, 2020, with a provision for one two- year renewal option exercisable by the City Manager and City Attorney, in an aggregate amount not to exceed $75,000 annually, subject to nonsubstantive changes approved by the City Manager and City Attorney. 1. With Houston & Harris PCS, Inc. (AGMT. No. 2017-364) and CITY COUNCIL MINUTES 23 DECEMBER 19, 2017 1 OA -23 2. With Innerline Engineering, Inc. (AGMT. No. 2017-365) DEBRIS SERVI Mayor Pro Tem Martinez, consider reaching out to youth non-profit organization that do this type of work and may be competitive. Councilmember Solorio, asked that haulers deal with C & D use Madison for processing as required by franchise; failure may reduce City revenue. Councilmember Sarmiento, thanked staff for their work; expressed concern of C & D piracy, necessity to be more vigilant, and loss of City revenue. MOTION: 1. Authorize the City Manager and the Clerk of the Council to execute the proposed Extension of the Agreement for Collection and Handling of Construction and Demolition Debris with Waste Management Collection and Recycling, Inc. (dba Waste Management of Orange County, extending the expiration date to June 30, 2020, at the current terms, with provision for a one-year renewal exercisable by the City Manager and the City Attorney, subject to non -substantive changes approved by the City Manager and City Attorney. (AGMT. No. 2017-366) 2. Authorize the City Manager and the Clerk of the Council to execute the proposed Extension of the Agreement for Collection and Handling of Construction and Demolition Debris with Ware Disposal, extending the expiration date to June 30, 2020, at the current terms, with provision for a one-year renewal exercisable by the City Manager and the City Attorney, subject to non - substantive changes approved by the City Manager and City Attorney. (AGMT. No. 2017-367) 3. Authorize the City Manager and the Clerk of the Council to execute the proposed Extension of the Madison Materials and City of Santa Ana Host Fee Agreement, extending the expiration date to June 30, 2020, at the current terms, with provision for a one-year renewal exercisable by the City Manager and the City Attorney, subject to non -substantive changes approved by the City Manager and City Attorney. (AGMT. No. 2017-368) MOTION: Martinez SECOND: Solorio CITY COUNCIL MINUTES 24 DECEMBER 19, 2017 1 OA -24 VOTE: AYES: Benavides, Martinez, Tinajero, Villegas (6) NOES: None (0) ABSTAIN: None (0) ABSENT: Pulido (1) MISCELLANEOUS - BUDGET Sarmiento, Solorio, 29A. APPROVE DONATION AGREEMENTS WITH VARIOUS ORGANIZATIONS TO SUPPORT COMMUNITY EVENTS AND PROGRAMS {STRATEGIC PLAN NO. 5, 41 - Council Item MOTION. Authorize the City Manager and Clerk of the Council to execute agreements with various organizations in support of their community events and programs, subject to nonsubstantive changes approved by the City Manager and the City Attorney, as follows: 1. Santa Ana Unidos Boxing Club in support of the Roses in the Concrete youth event in October 2017, in a one-time donation amount of $1,000 (Mayor Pulido); 2. Community Partners in support of the Santa Ana Film Festival in October 2017, in a one-time donation amount of $500 (Mayor Pro Tem Martinez); 3. Santa Ana Unidos Boxing Club in support of the Roses in the Concrete youth event in October 2017, in a one-time donation amount of $500 (Mayor Pro Tem Martinez); 4. Southland Integrated Services, Inc. in support of the Citizenship Resource Fair event in December 2017, in a one-time donation amount of $1,000 (Mayor Pro Tem Martinez); 5. Hispanic 100 Foundation in support of on-going services for the Youth & Government Program, in a one-time donation amount of $500 (Councilmember Sarmiento); 6. California Independent Provider Training Center in support of the American Red Cross Adult & Infant First Aid/CPR/AED Training in December 2017, in a one-time donation amount of $500 (Councilmember Sarmiento); COUNCIL MINUTES 25 DECEMBER 19, 1 OA -25 7. Hispanic 100 Foundation in support of on-going services for the Youth & Government Program, in a one-time donation amount of $1,500 (Councilmember Benavides); 8. Saints Baseball Booster Club in support of their annual season banquet for athletes in January 2018, in a one-time donation amount of $2,000 (Councilmember Benavides); 9. Charitable Ventures of Orange County in support of the Santa Anita Neighborhood Association free annual community holiday event in December 2017, in a one-time donation amount of $125 (Councilmember Villegas); 10.Hispanic 100 Foundation in support of on-going services for the Youth & Government Program, in a one-time donation amount of $200 (Councilmember Villegas); and 11.Hispanic 100 Foundation in support of on-going services for the Youth & Government Program, in a one-time donation amount of $1,500 (Councilmember Tinajero); **END OF CONSENT CALENDAR** AGENDA ITEMS CONSIDERED OUT OF ORDER 75E. PUBLIC HEARING - TAX EQUITY AND FISCAL RESPONSIBILITY (TEFRA) - ISSUANCE OF TAX EXEMPT BONDS FOR THE BENEFIT OF FIRST POINT APARTMENTS I, LOCATED AT 2114 E. IST STREET AND RESOLUTION APPROVING THE ISSUANCE OF BONDS {STRATEGIC PLAN NO. 5, 31 - Community Development Agency Legal Notice published in the Orange County Reporter on December 4, 2017. Mayor Pulido opened the Hearing. There were no speakers and the Hearing closed. Laura Archuleta, President of Jamboree Housing Corporation, provided overview of housing development program. Councilmember Sarmiento, opined more affordable housing needed, City demographics indicate need for 2, 3, & 4 bedroom housing; City not entering into a funding obligation, impact of federal tax bill on the development community, lack of policy, and current housing crises. CITY COUNCIL MINUTES 26 DECEMBER 19, 2017 1 OA -26 Councilmember Solorio, expressed support for the item, continued discussion on unit mix, subsidy cost per unit, and parking issue; need for housing affordability and potential for development to meet housing need. Councilmember Benavides, concerned with project financing, funding made by City, source of funding, commitment period, and developers prior commitment of sole use of private funding. Judson Brown, Housing Manager, provided City Council with an overview of project subsidy request, term period of subsidy, and source of funding. Councilmember Tinajero, supports project and development's ability to provide over 800 units of housing, community housing needs, business needs, and community interests being met. Councilmember Villegas opined need for affordable housing and additional time needed to review project. Mayor Pro Tem Martinez, echoed Councilmember David Benavides comments, expressed support of open •process, lack of consistency in process, and lack of private funding. MOTION: 1. Conduct a Tax Equity and Financial Responsibility Act (TEFRA) Hearing in consideration of the issuance of tax exempt bond financing by the California Municipal Finance Authority on behalf of the Santa Ana Pacific Associates, a California L.P. (the "Borrower"), for the benefit of First Point Apartments I (the "Project") to finance the acquisition, construction, improvement and equipping of First Point Apartments I, a 346 -unit multifamily rental housing project located at 2114 E. list Street, Santa Ana, California. 2. Adopt a resolution. RESOLUTION NO 2017-081 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING THE ISSUANCE OF THE CALIFORNIA MUNICIPAL FINANCE AUTHORITY MULTIFAMILY HOUSING REVENUE BONDS IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $123,000,000 FOR THE PURPOSE OF FINANCING OR REFINANCING THE ACQUISITION, CONSTRUCTION, IMPROVEMENT AND EQUIPPING OF FIRST POINT APARTMENTS I AND CERTAIN OTHER MATTERS RELATING THERETO MOTION: Solorio SECOND: Sarmiento CITY COUNCIL MINUTES 27 DECEMBER 19, 2017 1OA-27 VOTE: AYES: Sarmiento, Solorio, Tinajero, Villegas (4) NOES: Benavides, Martinez (2) ABSTAIN: None (0) ABSENT: Pulido (1) 75F. PUBLIC HEARING - TAX EQUITY AND FISCAL RESPONSIBILITY (TEFRA) - ISSUANCE OF TAX EXEMPT BONDS FOR THE BENEFIT OF FIRST POINT APARTMENTS II, LOCATED AT 2110 E. 1sT STREET AND RESOLUTION APPROVING THE ISSUANCE OF BONDS {STRATEGIC PLAN NO. 5, 3} - Community Development Agency Legal Notice published in the Orange County Reporter on December 4, 2017. Mayor Pulido opened the Hearing. There were no speakers and the Hearing closed. Laura Archuleta, noted housing element mix and planned return with new finance plan. MOTION. Conduct a Tax Equity and Financial Responsibility Act (TEFRA) Hearing in consideration of the issuance of tax exempt bond financing by the California Municipal Finance Authority on behalf of the Santa Ana Pacific Associates II, a California L.P. (the "Borrower"), for the benefit of First Point Apartments II (the "Project") to finance the acquisition, construction, improvement and equipping of First Point Apartments II, a 206 -unit multifamily rental housing project located at 2110 E. list Street, Santa Ana, California. 2. Adopt a resolution. RESOLUTION NO 2017-082 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING THE ISSUANCE OF THE CALIFORNIA MUNICIPAL FINANCE AUTHORITY MULTIFAMILY HOUSING REVENUE BONDS IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $90,000,000 FOR THE PURPOSE OF FINANCING OR REFINANCING THE ACQUISITION, CONSTRUCTION, IMPROVEMENT AND EQUIPPING OF FIRST POINT APARTMENTS II AND CERTAIN OTHER MATTERS RELATING THERETO CITY COUNCIL MINUTES 28 DECEMBER 19, 2017 1 OA -28 MOTION: Solorio SECOND: Villegas VOTE: AYES: Sarmiento, Solorio, Tinajero, Villegas (4) NOES: Benavides, Martinez (2) ABSTAIN: None (0) ABSENT: Pulido (1) 75G. PUBLIC HEARING - TAX EQUITY AND FISCAL RESPONSIBILITY (TEFRA) - ISSUANCE OF TAX EXEMPT BONDS FOR THE BENEFIT OF VILLA COURT SENIOR APARTMENTS, LOCATED AT 2222 E. 1sT STREET AND RESOLUTION APPROVING THE ISSUANCE OF BONDS {STRATEGIC PLAN NO. 5, 3) - Community Development Agency Legal Notice published in the Orange County Reporter on December 4, 2017. Mayor Pulido opened the Hearing. Hearing closed. MOTION: There were no speakers and the Conduct a Tax Equity and Financial Responsibility Act (TEFRA) Hearing in consideration of the issuance of tax exempt bond financing by the California Municipal Finance Authority on behalf of the Santa Ana Senior Associates, a California L.P. (the "Borrower"), for the benefit of Villa Court Senior Apartments (the "Project") to finance the acquisition, construction, improvement and equipping of a 418 -unit senior multifamily rental housing project located at 2222 E. 1st Street, Santa Ana, California, generally known as Villa Court Senior Apartments. 2. Adopt a resolution. RESOLUTION NO 2017-083 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING THE ISSUANCE OF THE CALIFORNIA MUNICIPAL FINANCE AUTHORITY MULTIFAMILY HOUSING REVENUE BONDS IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $120,000,000 FOR THE PURPOSE OF FINANCING OR REFINANCING THE ACQUISITION, CONSTRUCTION, IMPROVEMENT AND EQUIPPING OF VILLA COURT SENIOR APARTMENTS AND CERTAIN OTHER MATTERS RELATING THERETO CITY COUNCIL MINUTES 29 DECEMBER 19, 2017 1 OA -29 MOTION: Solorio SECOND: Villegas VOTE: AYES: Sarmiento, Solorio, Tinajero, Villegas (4) NOES: Benavides, Martinez (2) ABSTAIN: None (0) ABSENT: Pulido (1) BUSINESS CALENDAR ORDINANCES/FIRST READING 50A. ORDINANCE AUTHORIZING MAYOR PRO TEM TO EXECUTE CONTRACTS PER CITY CHARTER SECTION 421 {STRATEGIC PLAN NO. 5, 1} - City Manager's Office MOTION: Place ordinance on first reading and authorize publication of title. ORDINANCES NO NS -2936 - AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING CHAPTER 2 OF THE SANTA ANA MUNICIPAL CODE BY AMENDING SECTION 2-101 CONCERNING THE AUTHORITY OF THE MAYOR PRO TEM TO EXECUTE CONTRACTS MOTION: Benavides SECOND: Villegas VOTE: AYES: Benavides, Martinez, Sarmiento, Solorio, Tinajero, Villegas (6) NOES: None (0) ABSTAIN: None (0) ABSENT: Pulido (1) *Councilmember Tinajero left the meeting and did not return. RESOLUTIONS COUNCIL MINUTES 30 DECEMBER 19, 1 OA -30 55A. ADOPT A RESOLUTION TO APPROVE FOR SUBMISSION THE 2016/17 MEASURE M2 YEAR-END EXPENDITURE REPORT TO CONTINUE RECEIVING COMPREHENSIVE TRANSPORTATION FUNDING PROGRAM FUNDS {STRATEGIC PLAN NO. 6, 1G) - Public Works Agency MOTION: Adopt a resolution. RESOLUTION NO 2017-084 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA ADOPTING AND APPROVING FOR SUBMISSION THE FY 2016/17 MEASURE M2 EXPENDITURE REPORT FOR THE CITY OF SANTA ANA MOTION: Solorio SECOND: Sarmiento VOTE: AYES: Benavides, Sarmiento, Solorio, Villegas (4) NOES: Martinez (1) ABSTAIN: None (0) ABSENT: Tinajero, Pulido (2) 55B. ADOPT A RESOLUTION TO DESIGNATE EXECUTIVE DIRECTORS AND THEIR DESIGNEE(S) THE AUTHORITY TO EXECUTE FEDERAL GRANT CERTIFICATIONS {STRATEGIC PLAN NO. 4, 11 - Finance and Management Services MOTION: Adopt a resolution. RESOLUTION NO 2017-085 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING EACH EXECUTIVE DIRECTOR THE AUTHORITY TO EXECUTIVE FEDERAL GRANT CERTIFICATION(S) FOR FEDERAL GRANTS MANAGED BY EACH RESPECTIVE DEPARTMENT/AGENCY MOTION: Solorio SECOND: Villegas VOTE: AYES: Benavides, Sarmiento, Solorio, Villegas (4) NOES: Martinez (1) ABSTAIN: None (0) ABSENT: Tinajero, Pulido (2) CITY COUNCIL MINUTES 31 DECEMBER 19, 2017 1 OA -31 55C. ADOPT A RESOLUTION TO APPROVE THE TITLE VI PLAN UPDATE REQUIRED BY CALIFORNIA DEPARTMENT OF TRANSPORATION "CALTRANS" {STRATEGIC PLAN NO. 5, 6E} - Parks, Recreation and Community Services Agency MOTION: Adopt a resolution. RESOLUTION NO 2017-086 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING THE TITLE VI COMPLIANCE PLAN AND AUTHORIZING ITS SUBMITTAL TO THE CALIFORNIA DEPARTMENT OF TRANSPORTATION FOR THE FEDERAL TRANSIT ADMINISTRATION SECTION 5310 ELDERLY AND DISABLED SPECIALIZED TRANSIT GRANT PROGRAM MOTION: Solorio SECOND: Villegas VOTE: AYES: Benavides, Martinez, Sarmiento, Solorio, Villegas (5) NOES: None (0) ABSTAIN: None (0) ABSENT: Tinajero, Pulido (2) 55D. AGENDA ITEM CONSIDERED OUT OF ORDER REPORTS 65A. REVIEW OF REGULARLY SCHEDULED 2018 CITY COUNCIL MEETINGS AND AUTHORIZE COUNCIL COMMITTEES TO SET DATE AND TIME OF 2018 MEETINGS {STRATEGIC PLAN NO. 5, 11 - Clerk of the Council Office Councilmember Sarmiento, motion to continue matter to provide absentee Councilmembers opportunity to provide input. MOTION: Continue consideration of matter to the January 16, 2018 City Council Meeting. 65B. APPROVE THE BUDGET CALENDAR FOR FISCAL YEAR 2018-2019 {STRATEGIC PLAN NO. 4, 1} - Finance and Management Services CITY COUNCIL MINUTES 32 DECEMBER 19, 2017 1 OA -32 MOTION: Approve the Budget Calendar for Fiscal Year (FY) 2018- 2019. MOTION: Villegas SECOND: Sarmiento VOTE: AYES: Benavides, Martinez, Sarmiento, Solorio, Villegas (5) NOES: ABSTAIN ABSENT: PUBLIC HEARINGS None (0) None (0) Tinajero, Pulido (2) 75A. AGENDA ITEM CONSIDERED OUT OF ORDER 75B. AGEENDA ITEM CONSIDERED OUT OF ORDER 75C. PUBLIC HEARING - TAX EQUITY AND FISCAL RESPONSIBILITY (TEFRA) - ISSUANCE OF TAX EXEMPT BONDS FOR THE BENEFIT OF AQUA APARTMENTS, LOCATED AT 317 EAST 17TH STREET AND RESOLUTION APPROVING THE ISSUANCE OF BONDS {STRATEGIC PLAN NO. 5, 3) - Community Development Agency Legal Notice published in the Orange County Reporter on December 4, 2017. Mayor Pulido opened the Hearing Hearing closed. MOTTON: There were no speakers and the 1. Conduct a Tax Equity and Fiscal Responsibility Act Hearing in consideration of the issuance of tax exempt bond financing by the California Statewide Communities Development Authority ("CSCDA" or the "Authority") on behalf of Community Development Partners (the "Borrower"), for the benefit of Aqua Apartments (the "Project') to finance the acquisition, rehabilitation, improvement, and equipping of the Project, a 57 - unit multifamily rental housing project located at 317 East 17th Street, Santa Ana, California. CITY COUNCIL MINUTES 33 DECEMBER 19, 2017 1 OA -33 2. Adopt a resolution. RESOLUTION NO 2017-087 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING THE ISSUANCE BY THE CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY OF MULTIFAMILY HOUSING REVENUE BONDS FOR THE AQUA APARTMENTS MOTION: Villegas SECOND: Sarmiento VOTE: AYES: Benavides, Martinez, Sarmiento, Solorio, Villegas (5) NOES: None (0) ABSTAIN: None (0) ABSENT: Tinajero, Pulido (2) 75D. PUBLIC HEARING - TAX EQUITY AND FISCAL RESPONSIBILITY (TEFRA) - ISSUANCE OF TAX EXEMPT BONDS FOR THE BENEFIT OF CORNERSTONE APARTMENTS, LOCATED AT 805-904 SOUTH MINNIE STREET AND RESOLUTION APPROVING THE ISSUANCE OF BONDS {STRATEGIC PLAN NO. 5, 3) - Community Development Agency Legal Notice published in the Orange County Reporter on December 4, 2017. Mayor Pulido opened the Hearing. There were no speakers and the Hearing closed. Councilmember Solorio, asked for clarification that no entitlement changes have been made by developer. Judson Brown, Housing Manager, confirmed no entitlement changes have been made by developer. MOTIONS: 1. Conduct a Tax Equity and Fiscal Responsibility Act (TEFRA) Hearing in consideration of the issuance of tax exempt bond financing by the California Municipal Finance Authority (the "Authority") on behalf of Cornerstone Housing Partners LP (the "Borrower"), for the benefit of Cornerstone Apartments (the "Project") for the acquisition, rehabilitation, improvement and CITY COUNCIL MINUTES 34 DECEMBER 19, 2017 1 OA -34 75E. 75F 75G equipping of a 126 -unit multifamily rental housing project located at 805 - 904 South Minnie Street, Santa Ana, California. 2. Adopt a resolution. RESOLUTION NO 2017-088 — A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING THE ISSUANCE OF THE CALIFORNIA MUNICIPAL FINANCE AUTHORITY MULTIFAMILY HOUSING REVENUE BONDS IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $23,000,000 FOR THE PURPOSE OF FINANCING OR REFINANCING THE ACQUISITION, REHABILITATION, IMPROVEMENT AND EQUIPPING OF CORNERSTONE APARTMENTS AND CERTAIN OTHER MATTERS RELATING THERETO MOTION: Villegas VOTE: AYES: NOES: ABSTAIN: ABSENT: SECOND: Sarmiento Benavides, Martinez, Sarmiento, Solorio, Villegas (5) None (0) None (0) Tinajero, Pulido (2) AGENDA ITEM CONSIDERED OUT OF ORDER AGENDA ITEM CONSIDERED OUT OF ORDER AGENDA ITEM CONSIDERED OUT OF ORDER *Councilmember Sarmiento, reported that out of an abundance of caution and in close proximity to a business interest, abstained on Agenda Items 75H. He left the meeting and did not return. 75H. PUBLIC HEARING — 2018 DOWNTOWN BUSINESS IMPROVEMENT DISTRICT ASSESSMENT {STRATEGIC PLAN NO. 3, 4F} - Community Development Agency Legal Notice published in the Orange County Reporter on December 8, 2017. CITY COUNCIL MINUTES 35 DECEMBER 19, 2017 1 OA -35 Mayor Pulido opened the Hearing. There were no speakers and the Hearing closed. Clerk of the Council Huizar reported that no written protests received. Marc Morley, Economic Development Manager, noted this is the time and place for businesses to submit a protest vote. Mayor Pro Tem Martinez, expressed concern as to City funding provided to downtown merchants, use of City funds for litigation against the City of Santa Ana, and language restricting group to not participate in any activities opposing OC Street Car Project. Acting City Attorney Funk, noted effort to continue review and evaluate language to ensure it is consistent with City Councils intent. MOTION: Adopt a resolution. RESOLUTION NO 2017-089 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA LEVYING AN ASSESSMENT FOR THE DOWNTOWN SANTA ANA BUSINESS IMPROVEMENT DISTRICT FOR CALENDAR YEAR 2018 MOTION: Benavides SECOND: Villegas VOTE: AYES: Benavides, Martinez, Solorio, Villegas (4) NOES: None (0) ABSTAIN: Sarmiento (1) ABSENT: Tinajero, Pulido (2) 751. PUBLIC HEARING — ADOPT A RESOLUTION AMENDING THE FEE FOR THE REGISTRATION OF FORECLOSED PROPERTIES TO INCLUDE FEE FOR CONSULTANT COSTS FOR SERVICES AND ENTERING INTO AN AGREEMENT WITH PROPERTY REGISTRATION CHAMPIONS LLC TO ADMINISTER FORECLOSURE COLLECTION PROGRAM {STRATEGIC PLAN NO. 5, 41 - Planning and Building Agency Legal Notice published in the Orange County Reporter on December 8 and 15 2017. Mayor Pulido opened the Hearing. There were no speakers and the Hearing closed. CITY COUNCIL MINUTES 36 DECEMBER 19, 2017 1 OA -36 Councilmember Benavides, requested clarification of fee and contract with vendor. Alvaro Nunez, Code Enforcement Manager, provided City Council with overview of fee structure and tracking process. MOTION: 1. Adopt a resolution. RESOLUTION NO 2017-090 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING THE FORECLOSED VACANT PROPERTY REGISTRATION FEE TO INCLUDE CONSULTANT COSTS FOR ASSISTING TO MANAGE THE FORECLOSED VACANT PROPERTY PROGRAM IN ACCORDANCE WITH ARTICLE 3 OF DIVISION 3 OF CHAPTER 8 OF THE SANTA ANA MUNICIPAL CODE 2. Authorize the City Manager and the Clerk of the Council to execute a two-year agreement with Property Registration Champions LLC for the administration and collection of the City- wide Foreclosure Program, subject to non -substantive changes approved by the City Manager and City Attorney (AGMT. No. 2017- 369). MOTION: Benavides SECOND: Solorio VOTE: AYES: Benavides, Martinez, Solorio, Villegas (4) NOES: None (0) ABSTAIN: None (0) ABSENT: Sarmiento, Tinajero, Pulido (3) 75J. PUBLIC HEARING — ZONING ORDINANCE AMENDMENT NO. 2017-05 TO AMEND PROVISIONS OF CHAPTER 41 OF THE SANTA ANA MUNICIPAL CODE RELATING TO SMALL LOT SUBDIVISIONS — CITY OF SANTA ANA, APPLICANT }STRATEGIC PLAN NO. 3, 2; 5, 3} - Planning and Building Agency Legal Notice published in the Orange County Reporter on December 8, 2017. Mayor Pulido opened the Hearing. The following spoke on the matter: CITY COUNCIL MINUTES 37 DECEMBER 19, 2017 1 OA -37 • Steve LaMotte, representing the Building Industry Association (BIA) of Orange County, spoke in support of item, encouraged development of this type home, and creation of home buying opportunities. There were no other speakers and the Hearing closed. Councilmember Solorio, thanked staff and business community; opined project is an opportunity to address housing needs. Mayor Pro Tem Martinez, expressed support of project and request to modify documents to include "innovative housing" to more accurately describe project; unanimously agreed upon by the City Council to amend ordinance. AMENDED MOTION: Place ordinance on first reading and authorize publication of title and amend ordinance by adding `Innovative Housing" before Small Lot Subdivision in ordinance. ORDINANCE NO NS -2937 - AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING AN AMENDMENT TO PROVISIONS OF CHAPTER 41 OF THE SANTA ANA MUNICIPAL CODE RELATING TO INNOVATIVE HOUSING / SMALL LOT SUBDIVISIONS MOTION: Benavides VOTE: AYES: NOES: ABSTAIN: ABSENT: SECOND: Solorio Benavides, Martinez, Solorio, Villegas (4) None (0) None (0) Sarmiento, Tinajero, Pulido (3) RECESSSED CITY COUNCIL MEETING AT 9:04 P.M. TO THE HOUSING AUTHORITY MEETING AND RECONVENED WITH SAME MEMBERS PRESENT AT 9:05 P.M COMMENTS CITY COUNCIL MINUTES 38 DECEMBER 19, 2017 1 OA -38 PUBLIC COMMENTS ( • Dale Helvig, opined that public meeting for the 2525 Main Residential Project did not meet the spirit of Sunshine ordinance, lacked transparency, and should schedule a second meeting to accurately report on the meeting. • Peter Katz, addressed the City Council to wish them a Merry Christmas and Happy New Year and to keep those less fortunate in our hearts. • Daniel Nau on behalf of the Knights of Columbus, presented City Council and Chief Valentin with a recognition for helping resolve pedestrian safety concerns. Extended an invitation to City Council to attend anniversary breakfast commemorating one- year anniversary. • Cathy Morehead, resident of Park Santiago, expressed opposition to 2525 North Main development project. Opined parking is insufficient for size of project and need for zoning to remain commercial. • Ilya Tseglin, addressed City Council to express appreciation for direction to address his concern with City Manager. Requesting assistance to release son from detention. • Robert Tseglin, echoed Ilya Tseglin comments. • Carlo Bonanni, opined development on the Southside of Santa Ana will create severe traffic congestion, expressed concern as to overcrowding and continued development. 90A. CITY MANAGER'S COMMENTS • City Manager Raul Godinez highlighted Pancakes for Santa event attended by over 1,000 families, Santa Ana Senior Center holiday party, Santa Ana Zoo snow day, and wished everyone a happy holiday season. 90B. CITY COUNCILMEMBER COMMENTS Councilmember Benavides: • Thanked City Manager, staff, and City Council for their work and wished everyone a Merry Christmas and Happy New Year. Councilmember Villegas: • Provided City Council with report of his attendance at Santa Anita Neighborhood's Noche de Paz event; and • Noted that parking study and parking enforcement needed. Councilmember Solorio: • Noted need for citywide parking assessment and management plan; • Thanked city staff for CDBG program; • Attended Santa Anita Neighborhood's Noche de Paz event; COUNCIL MINUTES 39 DECEMBER 19, 2017 1 OA -39 • Request that staff develop an enforcement plan for illegal dispensaries; • Asked that Parks staff address bathroom facilities including missing doors and lighting at Santa Anita Park. Mayor Pro Tem Martinez: • Wished all happy holidays; • Opined parking and population growth outpaced housing development, and General Plan update and Zoning Code are opportunity to create a sustainable and resilient future; • Commit to using Council donation funds to support St. Joseph Church for a plaque; also, round -about going to be installed along Civic Center corridor. ADJOURNED— 9:45 P.M. - The next regular meeting scheduled on January 2, 2018 to be cancelled. The next meeting of the City Council will be held on Tuesday, January 16, 2018 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. Adjourn Meeting in Memory of San Francisco Mayor, Ed Lee Maria D. Huizar, Clerk of the Council FUTURE AGENDA ITEMS • Jail Reuse Study CITY COUNCIL MINUTES 40 DECEMBER 19, 2017 1 OA -40 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JANUARY 16, 2018 TITLE: ORDINANCE SECOND READING: ADOPT AN ORDINANCE APPROVING AMENDMENT APPLICATION NO. 2017-03 REZONING THE PROPERTIES LOCATED AT 2223 AND 2237 WEST FIFTH STREET FROM SINGLE-FAMILY AND TWO- FAMILY RESIDENCE (R1/R2) TO SPECIFIC DEVELOPMENT (SD) NO. 92 (AA NO. 2017-03) AND ADOPTING SPECIFIC DEVELOPMENT NO. 92 (SD -92) FOR SAID PROPERTIES (STRATEGIC PLAN NO. 5,1) yg�&--T CIT MANAGER RECOMMENDED ACTION Place ordinance on second reading and adopt. DISCUSSION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER On December 19, 2017, the following ordinance was introduced for first reading and City Council authorized publication of title by a vote of 4-2 (Martinez and Tinajero dissented; Sarmiento abstained): ORDINANCE NO NS -2935 — AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING AMENDMENT APPLICATION NO. 2017-03 REZONING THE PROPERTIES LOCATED AT 2223 AND 2237 WEST FIFTH STREET FROM SINGLE-FAMILY AND TWO-FAMILY RESIDENCE (R1/R2) TO SPECIFIC DEVELOPMENT (SD) NO. 92 (AA NO. 2017-03) AND ADOPTING SPECIFIC DEVELOPMENT NO. 92 (SD -92) FOR SAID PROPERTIES In summary, the proposed zoning designation (SD -92) would allow the development of a 51 -unit affordable rental residential community project and will bring the rezoned properties into consistency with the General Plan land use designation of Urban Neighborhood (UN). The project will consist of a new, family-oriented residential community and would also remodel and rehabilitate the existing Tiny Tim Plaza shopping center with new building materials, landscape, and amenities. Open space areas will be provided for each unit, for the residential community, and for the commercial area as plazas, paseos, and a zocalo. 11 A-1 Ordinance — Second Reading: Chapters 18 and 21 SAMC November 7, 2017 Page 2 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 action. 11-MA4,L -X04� Maria D. Huizar, 61 Clerk of the Council EXHIBIT: Ordinance No. NS -2935 11 A-2 ORDINANCE NO. NS-XXXX AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING AMENDMENT APPLICATION NO. 2017-03 REZONING THE PROPERTIES LOCATED AT 2223 AND 2237 WEST FIFTH STREET FROM SINGLE-FAMILY AND TWO-FAMILY RESIDENCE (R1/R2) TO SPECIFIC DEVELOPMENT (SD) NO. 92 (AA NO. 2017-03) AND ADOPTING SPECIFIC DEVELOPMENT NO. 92 (SD -92) FOR SAID PROPERTIES THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES ORDAIN AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. Amendment Application No. 2017-03 has been filed with the City of Santa Ana to change the zoning designation of the parcels located at 2223 and 2237 West Fifth Street from Single -Family and Two -Family Residence (R1/R2) to Specific Development (SD) No. 92 zoning designation. B. The zoning designation of the Specific Development No. 92 (SD -92) would allow the development of a 51 -unit affordable rental residential community project and will bring the rezoned properties into consistency with the General Plan land use designation of Urban Neighborhood (UN). C. On November 27, 2017, the Planning Commission held a duly noticed public hearing and voted to recommend that the City Council adopt an ordinance approving Amendment Application No. 2017-03 which is consistent with the General Plan, as amended by General Plan Amendment No. 2017-02. D. The City Council has reviewed applicable general plan policies and has determined that this proposed rezoning is consistent with the purpose of the General Plan. E. The City Council, prior to taking action on this ordinance, held a duly noticed public hearing on December 19, 2017. F. The City Council also adopts as findings all facts presented in the Request for Council Action dated December 19, 2017 accompanying this matter. G. For these reasons, and each of them, Amendment Application No. 2017- 03 is hereby found and determined to be consistent with the intent and purpose of Chapter 41 of the Santa Ana Municipal Code, thus changing Ordinance No. NS-XXXX Page 1 of 4 11 A-3 the zoning district is found to be consistent with the General Plan of the City of Santa Ana and otherwise justified by the public necessity, convenience, and general welfare. Section 2. The Planning Commission of the City of Santa Ana recommends that the City Council adopt an ordinance rezoning the real properties located at 2223 and 2237 West Fifth Street from Single -Family and Two -Family Residence (R1/R2) to Specific Development No. 92 (AA No. 2017-03). Amended Sectional District Map number 11-5-10 showing the above described change in use district designation, is hereby attached hereto as Exhibit A and incorporated by this reference as though fully set forth herein. This recommendation is based upon the evidence submitted at the above said hearing, which includes, but is not limited to: the Request for Council Action dated December 19, 2017, and exhibits attached thereto; and the public testimony, all of which are incorporated herein by this reference. Section 3. The City Council has reviewed and considered the information contained in the Mitigated Negative Declaration (Environmental Review No. 2016-165) prepared with respect to this project. The City Council has, as a result of its consideration of the record as a whole and the evidence presented at the hearings on this matter, determined that, as required pursuant to the California Environmental Quality Act (CEQA) and the State CEQA Guidelines, Environmental Review No. 2016- 165 meets all the requirements of CEQA. Section 4. The real properties located at 2223 and 2237 West Fifth Street in Santa Ana are hereby reclassified from Single -Family and Two -Family Residence (R1/R2) to Specific Development No. 92 (SD -92). An amended Sectional District Map, showing the above described changes in use district designation, is hereby approved and attached hereto as Exhibit A and incorporated by this reference as though fully set forth herein. Section 5. Specific Development No. 92 (SD -92) attached hereto as Exhibit B and incorporated by this reference as though fully set forth herein is approved and adopted in its entirety. Section 6. This ordinance shall not be effective unless and until Resolution No. 2017 -_(Environmental Review No. 2016-165 and General Plan Amendment No. 2017- 02) is adopted and becomes effective. If said resolution is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, or otherwise does not go into effect for any reason, then this ordinance shall be null and void and have no further force and effect. Section 7. If any section, subsection, sentence, clause, phrase or portion of this ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of the ordinance. The City Council of the City of Santa Ana hereby declares that it would have adopted this ordinance and each section, subsection, sentence, clause, phrase or portion thereof irrespective of the fact that any one or more Ordinance No. NS-XXXX Page 2 of 4 11 A-4 sections, subsections, sentences, clauses, phrases or portions be declared invalid or unconstitutional. Section 8. 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 sole negligence of the City of Santa Ana. ADOPTED this day of APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By: 6 ce Lisa Storck Assistant City Attorney AYES: NOES: ABSTAIN: NOT PRESENT: Councilmembers Councilmembers Councilmembers Councilmembers 2018. Miguel A. Pulido Mayor 11 A-5 Ordinance No. NS-XXXX Page 3 of 4 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify that the attached Ordinance No. NS- to be the original ordinance adopted by the City Council of the City of Santa Ana on 2018 and that said ordinance was published in accordance with the Charter of the City of Santa Ana. Date: Clerk of the Council City of Santa Ana 11 A-6 Ordinance No. NS-XXXX Page 4 of 4 !LL a3Tp� . �i>-R ire ODI) +�M9iilMid�l9L`, :4!' (R3 i IN R] 1R'..SpG(iy`]+9V11Yd(ry�9lil L4yyWa ���R�NLfY R2 AIR- ����ppgSI�F k ggpp�R��I1�RqRaB}y�(R��,,,I�P1 RI LSM.R4SRl'tl:Md3UG111e1BUJfJiG 1p9 Oki ,Bq a romi z -SID e nm ai_ C_ SPt { I SON i' R1 ,�3Y RI IT q SPI /"3 RD_ --- - - •iru cr -- -�3 ml .`-'� b .� C3 CI �Lj� -9 ijiL7L.y •y' ICS+ IST ST__ —7c - C2 C2 Q_C21IC2 c. R3 R3 C3 _ SC9l Ertl j, t C RI RI .SRI P... o...: mw ZONING DISTRICTS n -1I J vWvf RS RI Al GENERALAGRCULTURAL CSM SOUI/1MANSTREETCOMMERCALDI.ST. R2 T=-FAMLYRESCENCE -B PARRNGMODFCATION C1 COMMUNRYCOMMERCAL R ¢ 0.1-0RD RB 's n 'cI GIMD COMMUNO COMMPERCAL-MUSEUM MT. All n I CI C2 SUBURBANAPARTMFNT PLANNEDRES®ENTAL cz �cz i z 0 C2 pIR>ti W� HFAVY INDUSTRIAL RE RESK)B"LESTATE C4 !LL a3Tp� . �i>-R ire ODI) +�M9iilMid�l9L`, :4!' (R3 i IN R] 1R'..SpG(iy`]+9V11Yd(ry�9lil L4yyWa ���R�NLfY R2 AIR- ����ppgSI�F k ggpp�R��I1�RqRaB}y�(R��,,,I�P1 RI LSM.R4SRl'tl:Md3UG111e1BUJfJiG 1p9 Oki ,Bq a romi z -SID e nm ai_ C_ SPt { I SON i' R1 ,�3Y RI IT q SPI /"3 RD_ --- - - •iru cr -- -�3 ml .`-'� b .� C3 CI �Lj� -9 ijiL7L.y •y' ICS+ IST ST__ —7c - C2 C2 Q_C21IC2 c. R3 R3 C3 _ SC9l Ertl j, t C RI RI .SRI P... o...: mw ZONING DISTRICTS n -1I J vWvf RS RI Al GENERALAGRCULTURAL CSM SOUI/1MANSTREETCOMMERCALDI.ST. R2 T=-FAMLYRESCENCE -B PARRNGMODFCATION C1 COMMUNRYCOMMERCAL GC GOVERNMENTCENTER RB MULTIPLE-FAM'LY RESOENCE -OZ OVERLAYZONE GIMD COMMUNO COMMPERCAL-MUSEUM MT. All LMT NDUSTRAL R4 SUBURBANAPARTMFNT PLANNEDRES®ENTAL PRO DEVELOPMENT C2 GENERALCOWERCAL M2 HFAVY INDUSTRIAL RE RESK)B"LESTATE C4 PLANNEDSHOPPNGCENTER O OPENSPACE SO SPECFICDEVELOPMENT -1102 HEIGHTDLSTRCTA C5 ARTERIAL COMMERCIAL P PROFESSIONAL SP SPECIFCPLAN CR COMMERCALRFSCENTIAL Rt SWAL-FAMLYRESCENCE SECTIONAL DISTRICT MAP: 11-5-10 6) CITY OF SANTA ANA. CAUFORNIA f+Aif V4 EXH1131T 6 SPECIFIC DEVELOPMENT PLAN NO. 92 Tiny Tim Plaza Mixed -Use Development SECTION 1— APPLICABILITY OF ORDINANCE The Specific Development zoning district No. 92 (SD -92) for the Tiny Tim Plaza Mixed -Use Redevelopment project site is authorized by Chapter 41, Division 26 Section 41-593 et seq. of the Santa Ana Municipal Code. SD No. 92 contains the specific standards and regulations contained in the residential district, as herein amended, for the purpose of establishing land use regulations and standards. All other applicable chapters, articles, and sections of the Santa Ana Municipal Code are in effect unless expressly superseded by regulations contained in this ordinance. SECTION 2 — PURPOSE The Specific Development Plan No. 92 for the Tiny Tim Plaza development project consists of standards and regulations established for the purpose of protecting the health, safety, and general welfare of the people of the City of Santa Ana by promoting and enhancing the value of property and encouraging the orderly development of the property. Obiectives The objectives of the Tiny Tim Plaza development project specific development plan include provision of the following: Development of a 5l -unit, affordable, and family-oriented residential project in an area identified by the 2014-2021 Housing Element as an opportunity area for infill residential projects. 2. Promotion of the City's image as providing high-quality residential projects for individuals and families of all income groups. 3. A clean and safe environment for the City's residents, workers, and visitors. 4. A visually harmonious development as viewed both internally and externally. 5. Flexibility in development in response to market conditions while achieving overall City and community goals. SECTION 3 — Uses permitted in Specific Development No. 92 The following uses are permitted in the SD -92 district: (a) Fifty -51 (5l) multiple -family dwelling units for affordable housing, including one (1) onsite manager's unit. SD No. 92 — Page 1 of 5 E�jl 118 (b) Ancillary onsite community -serving or social service uses. The lobby will be accessible 24-hour a day to residents and staff. (c) Home occupations, pursuant to Section 41-192.1 of the Santa Ana Municipal Code. (d) Any commercial use permitted by Section 41-377 of the Santa Ana Municipal Code. SECTION 3.5 — Ancillary Uses permitted in Specific Development No. 92 (a) Any ancillary spaces in the residential component intended as community spaces or community rooms shall be made available for short-term uses lasting fewer than one day (24 hours) for use by the residents of the project or the greater Santa Ana community. SECTION 4 — Uses subject to a conditional use permit in Specific Development No. 92 (a) Childcare facilities caring for more than eight (8), but no more than fourteen (14) children. (b) Any commercial use requiring a conditional use permit permitted by Section 41- 377.5 of the Santa Ana Municipal Code. SECTION 5 — Maximum permitted floor area ratio (FAR) The maximum authorized building intensity for the Tiny Tim Plaza development project is a floor area ratio (FAR) of 1.05, including residential areas, community -serving areas (e.g., laundry room, office, gym and community room), parking garage and interior corridors, as well as commercial portions of the project site. SECTION 6 — Minimum lot area in Specific Development No. 92 The developable lot for the project shall have a minimum lot area of 2.33 acres. SECTION 7 — Minimum street frontage in Specific Development No. 92 Developable lots shall have a minimum street frontage of at least 100 feet. SECTION 8 — Building height in Specific Development No. 92 No structure shall exceed 45 feet in height, as measured from the lowest adjacent grade of a structure to the top of the structure. SECTION 9 — Development standards in Specific Development No. 92 SD No. 92 — Page 2 of 5 11 A-9 The Tiny Tim Plaza development project shall be built as shown on the approved project plans included as attachments to the SD. The plans shall govern in the event there is a conflict between the SD with the project plans. In addition, the following standards are applicable to the project: (a) Setbacks. (1) A minimum setback of ten (10) feet shall be provided between the buildings and property line abutting City streets. (2) A minimum setback of five (5) feet shall be provided between any new single -level buildings and the interior property line(s). (3) A minimum setback of ten (10) feet shall be provided between any new buildings greater than one story and interior property line(s). (b) Parking. The minimum off-street parking requirements for the project are as follows: (1) 94 total parking spaces for the affordable residential component. (2) All commercial uses on the entire project site shall be parked at a rate of l space per 300 square feet of gross floor area. (3) Prior to occupancy a parking management plan shall be submitted to the Planning Division for review, identifying parking per unit, services provider parking and guest parking. The plan is subject to approval of the Planning Manager. (c) Pedestrian Walkways and Open Space The project will provide a minimum of 25 , open space available to the general public. The 25% shall be measured as a percentage of the gross site area (2223 and 2237 W. Fifth Street). (d) Landscaping Detailed landscaping, hardscape, and site furnishing plans shall be submitted to and be approved by the City of Santa Ana Planning Division prior to issuance of a building permit and installed as required in the approved plans. (1) Project Landscaping: a. Landscaping shall be compliant with the City of Santa Ana's Landscape Water Conservation Ordinance. b. All landscape areas shall have a fully automatic irrigation system (including spray or drip) as required by the City of Santa Landscape Water Conservation Ordinance. (2) All meters shall be appropriately screened from public view with trellis work and vines or hedge -type shrub, or be incorporated into the residential structure. SD No. 92 — Page 3 of 5 11A-10 (3) The residential building wall along the north and east elevations shall be planted with vines where appropriate. (4) Maintenance: All plant material shall be maintained per Section 41-609 of the Santa Ana Municipal Code. (e) Architectural and Proiect Design Features. (1) Exterior materials. Prior to building plan check the applicant shall submit revised architectural elevations with additional colors, materials, windows, or recessed areas to previously flat facades, subject to the review and approval of the Planning Manager. Exterior materials and finishes for the project shall comply with the approved materials board submitted for the project during building plan check. All trash enclosures and similar ancillary structures shall match the texture, material and color of the building. (2) Lighting standards/fixtures. The light fixtures are to integrate design elements of the building and landscape architecture. Lighting is to be designed to confine the direct rays of the artificial lighting within the boundaries of the development. Specifications of light standards/fixtures and photometrics plan shall be submitted to Planning Division for approval. (3) The project shall comply with all requirements of the Development Review Committee identified for Development Project (DP) No. 2016-47. (F) Mechanical Equipment, Appurtenances, and Conduits All mechanical equipment and all supporting appurtenances and conduits shall be screened from view within designated rooms, inside walls, behind parapets, or through a combination of landscape and hardscape materials. (g) Trash Enclosures Trash bins shall be stored in designated trash rooms. There shall be an onsite designated trash staging areas only be used on service days and the staging area and bins shall not disrupt vehicular use of the driveway. The minimum requirements needed to service the location shall be clearly indicated on the plans and subject to the approval of the Public Works Agency. (h) Easements Prior to the issuance of building permits all easements shall be relocated or quitclaim within the boundary of the project and building footprints. (i) Maintenance The property shall be maintained free for trash, debris and graffiti. Graffiti shall be removed within ten (10) days after its appearance in accordance with Section 10-227 of the Santa Ana Municipal Code. SD No. 92 — Page 4 of 5 11A-11 (j) Parcels and Lots Prior to issuance of building permits any and all lot line adjustments or voluntary lot mergers shall be recorded. SD No. 92 — Page 5 of 5 11A-12 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JANUARY 16, 2018 TITLE: ORDINANCE SECOND READING: ADOPT AN ORDINANCE AMENDING CHAPTER 2 OF THE SANTA ANA MUNICIPAL CODE BY AMENDING SECTION 2-101 CONCERNING THE AUTHORITY OF THE MAYOR PRO TEM TO EXECUTE CONTRACTS (STRATEGIC PLAN NO. 5, 1) CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1°t Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO — FILE NUMBER I MANAGER RECOMMENDED ACTION Place ordinance on second reading and adopt. DISCUSSION On December 19, 2017, the following ordinance was introduced for first reading and City Council authorized publication of title by a vote of 6-0 (Pulido absent): ORDINANCE NO NS -2936 — AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING CHAPTER 2 OF THE SANTA ANA MUNICIPAL CODE BY AMENDING SECTION 2-101 CONCERNING THE AUTHORITY OF THE MAYOR PRO TEM TO EXECUTE CONTRACTS In summary, the ordinance authorizes Mayor Pro Tem to execute contracts in the absence of the Mayor or in circumstances when the Mayor legally cannot or will not execute contracts as provided for in the City Charter. 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). Ordinance — Second Reading: Chapters 18 and 21 SAMC November 7, 2017 Page 2 FISCAL IMPACT There is no fiscal impact associated with this action. Maria D. Huizar, Clerk of the Council EXHIBIT: Ordinance No. NS -2936 11 B-2 SRC 12/01/2017 ORDINANCE NO. NS -XXX AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING CHAPTER 2 OF THE SANTA ANA MUNICIPAL CODE BY AMENDING SECTION 2-101 CONCERNING THE AUTHORITY OF THE MAYOR PRO TEM TO EXECUTE CONTRACTS THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES ORDAIN AS FOLLOWS: Section 1. Chapter 2 of the Santa Ana Municipal Code is hereby amended by amending Section 2-101 to read as follows: "Sec. 2-101. — Organization, selection of mayor pro tem and authority to execute contracts "The newly elected council shall convene as set forth in the Santa Ana Charter. The newly elected council shall proceed to organize, and the newly elected mayor shall immediately become the presiding officer. The council shall thereafter elect a mayor pro tem by a majority vote of the council. At any subsequent meeting of the council, in the absence of the mayor and the mayor pro tem the clerk of the council shall call the council to order and call the roll of the members. If a quorum is found to be present, the council shall, by majority vote of those present, elect a chairman of the meeting to act during the meeting or until one of the regularly designated presiding officers shall appear. The mayor pro tem shall have the same authority as the Mayor has to execute contracts on behalf of the City Council, even in circumstances when the mayor is not absent, but where the mayor cannot or will not execute a contract approved by the City Council due to legal or personal reasons." Section 2. If any section, subsection, sentence, clause, phrase or portion of this ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this ordinance. The City Council of the City of Santa Ana hereby declares that it would have adopted this ordinance and each section, subsection, sentence, clause, phrase or portion thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses, phrases, or portions be declared invalid or unconstitutional. 11 B-3 ADOPTED this day of 2017 APPROVED AS TO FORM: By:A 49 S is R. Carvalho, Ci y Attorney AYES: NOES: ABSTAIN: NOT PRESENT: Councilmembers Councilmembers Councilmembers Councilmembers Miguel A. Pulido Mayor CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify that the attached Ordinance No. NS -XXX to be the original ordinance adopted by the City Council of the City of Santa Ana on , and that said ordinance was published in accordance with the Charter of the City of Santa Ana. Date: Clerk of the Council City of Santa Ana 11 B-4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JANUARY 16, 2018 TITLE: ORDINANCE SECOND READING: ADOPT AN ORDINANCE APPROVING AN AMENDMENT TO PROVISIONS OF CHAPTER 41 OF THE SANTA ANA MUNICIPAL CODE RELATING TO INNOVATIVE HOUSING / SMALL LOT SUBDIVISIONS (STRATEGIC PLAN NO. 5,1) RECOMMENDED ACTION Place ordinance on second reading and adopt. DISCUSSION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER On December 19, 2017, the following ordinance was introduced for first reading and City Council authorized publication of title by a vote of 4-0 (Sarmiento, Tinajero, Pulido absent): ORDINANCE NO NS -2937 — AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING AN AMENDMENT TO PROVISIONS OF CHAPTER 41 OF THE SANTA ANA MUNICIPAL CODE RELATING TO INNOVATIVE HOUSING / SMALL LOT SUBDIVISIONS In summary, the ordinance is to promote affordable ownership housing opportunities for Santa Ana residents by providing flexible development standards and maintenance instruments, and to establish a reasonable and uniform regulatory framework for the subdivision of land into small lots. 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). 11C-1 Ordinance — Second Reading: Chapters 18 and 21 SAMC November 7, 2017 Page 2 FISCAL IMPACT There is no fiscal impact associated with this action. Maria D. Huizar, Clerk of the Council EXHIBIT: Ordinance No. NS -2937 11C-2 ORDINANCE NO. NS -XX AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING AN AMENDMENT TO PROVISIONS OF CHAPTER 41 OF THE SANTA ANA MUNICIPAL CODE RELATING TO SMALL LOT SUBDIVISIONS THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES ORDAIN AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. The Santa Ana Municipal Code (SAMC) requires updates periodically in order to address current housing trends. B. The intent of the small lot subdivision ordinance is to promote affordable ownership housing opportunities for Santa Ana residents by providing flexible development standards and maintenance instruments, and to establish a reasonable and uniform regulatory framework for the subdivision of land into small lots. C. On November 13, 2017, the Planning Commission held a duly noticed public hearing and voted to recommend that the City Council adopt Zoning Ordinance Amendment No. 2017-05. D. The City Council, on December 19, 2017, held a duly noticed public hearing regarding this ordinance and has considered all testimony presented thereto. Section 2. The proposed ordinance has been reviewed with respect to applicability of the California Environmental Quality Act ("CEQX) and the State CEQA Guidelines (California Code of Regulations, Title 14, Section 15000 et seq.). The project is exempt from CEQA as it can be seen with certainty that there is no impact on the environment [Section 15061(b) (3)] and a Notice of Exemption will be filed upon adoption of this ordinance. Section 3. Article XX. — Small Lot Subdivisions is hereby added to Chapter 41 of the Santa Ana Municipal Code to read as follows: ARTICLE XX. — SMALL LOT SUBDIVISIONS Sec. 41-2100. — Purpose. The purpose of this article is to establish a reasonable and uniform regulatory framework for the subdivision of land into small lots. Small lot subdivisions are intended to provide an alternative to the traditional single-family subdivision, increasing options for fee -simple home ownership opportunities. 11C-3 Sec. 41-2101. — Definitions. Unless the particular provision or the context otherwise requires, the definitions and provisions contained in this section shall govern the construction, meaning, and application of words and phrases used in this article: (a) "Development site" shall mean the total land area of a small lot subdivision project after all required dedications for public improvements. (b) "Drive Aisle" shall mean the paved area which has been designated as a vehicle passageway to provide access to a small lot. (c) "Driveway" shall mean the paved area which has been designated to provide access to a dwelling or live -work unit's required parking, starting at a public street or alley, or at the ultimate right-of-way of a common access drive aisle that serves the lot, leading to a garage or uncovered parking space. (d) "Interior lot line" shall mean all lot lines created within the development site for the purpose of subdividing and creating small lots. (e) "Small lot' shall mean a parcel of land created through a small lot subdivision for the purpose of developing it with a single-family residence or live -work unit. (f) "Small lot subdivision" shall mean a residential development containing detached single-family residences or live -work units on land that is subdivided into fee simple parcels containing each unit. Sec. 41-2102. — Applicability. The subdivision of small lots is permitted subject to compliance with the following standards: (a) Eligibility. Small lot subdivisions are permitted in the following districts: (1) In any sub -zone within Specific Development No. 84 (Transit Zoning Code), Specific Plan No. 2 (Harbor Mixed Use Transit Corridor Specific Plan), and Metro East Mixed Use Overlay Zone (OZ -1) where single- family and live -work uses are allowed. (2) Small lot subdivisions may be permitted through the establishment of a specific development district that is established in accordance with the provisions of Division 26 of this code. 11C-4 (b) Small Lot Frontage and Access. (1) Each individual small lot containing a dwelling or live -work unit shall have frontage on a public street or alley, or be provided with direct access to a public street or alley by an easement for access through the recorded subdivision map. (2) Small lots are exempt from frontage requirements set forth in Section 34- 56 of this Code. (3) Areas within the small lot subdivision identified as points of shared access, walkways, drive aisles shall not be restricted by the construction of fences or walls, or other such barriers. (c) Minimum Lot Size. (1) Each small lot containing a dwelling unit shall have at minimum one thousand (1,000) square feet of lot area. (2) The calculation for minimum lot size shall not include any portion of the small lot that is designated or used as shared space. (d) Lot Coverage. No more than seventy (70%) percent of the small lot shall be covered by structures. (e) Required Yards. (1) The front, side, and rear yard building setback requirements of the underlying zone, specific plan, or overlay shall apply to the required yards of the development site. (2) No minimum separation between buildings shall be required along interior lot lines created within an approved subdivision. (3) Buildings on small lots that are placed in such a manner that they abut common open space or the private open space of an adjacent lot shall be set back a minimum of five (5) feet and provide an appropriate stepback to preserve privacy and reduce the massing of multi -story buildings. (f) Open Space. (1) Individual small lots shall provide, at minimum, three hundred (300) square feet of private open space per dwelling unit as follows: 11C-5 a. Private open space shall have a minimum dimension of fifteen (15) feet in each direction. b. Private open space may be provided on the rooftop of dwelling units provided building massing and architectural features serve to screen the open space from neighboring properties that are not part of a small lot subdivision development site and that are used or zoned for single-family residential. (2) In addition to the private open space requirement of subsection (1), small lot subdivisions of ten (10) or more lots shall provide accessible common open space in the amount not less than five (5) percent of the total development size, but shall in no case be less than one hundred (100) square feet per unit. (g) Landscaping. All required yards and areas not designated for walkways, parking, drive aisles, or private open space, shall be landscaped and irrigated in accordance with an approved landscape plan. (h) Driveway Length. (1) A driveway that leads directly to a garage shall have a minimum length of twenty (20) feet if parking will be located in front of the garage. (2) No driveway shall be more than three (3) feet in length if parking is not provided in front of the garage. (i) Service Standards. Developments providing individual trash containers shall provide an area that is screened outside of required setbacks and yards for container storage. Individual trash containers located in a garage shall not encroach into the required parking area. (j) Maintenance Agreement. (1) All areas of a small lot subdivision with five (5) or more parcels subject to a reciprocal access and/or maintenance easement shall be maintained by an association that may be incorporated or unincorporated. (2) Small lot subdivisions with four (4) or less parcels subject to a reciprocal access and/or maintenance easement may execute a maintenance agreement in lieu of requiring an association. (3) A Maintenance Agreement shall be formed, composed of and executed by all property owners, to maintain all common areas and appurtenances such as trees, landscaping, water treatment facilities, trash, parking, driveways, drive aisles, walkways, private water lines, meters, etc. Each owner and future property owners shall automatically become members of the agreement and shall be subject to a proportionate share of the maintenance and related costs. The Maintenance Agreement shall be recorded as a Covenant and Agreement to run 11C-6 with the land. The subdivider shall submit a copy of this Agreement, once recorded, to the Planning Division for placement in the tract file. (k) Construction. Each unit in a small lot subdivision shall be constructed on an individual parcel with no common foundation, walls or footings. (1) Paving. No asphalt shall be permitted for paved areas. Driveways, drive aisles, and unenclosed parking areas shall consist of decorative concrete, pavers, or other materials as deemed appropriate by the Planning Manager. (m) Mechanical Equipment. Roof mounted equipment is prohibited unless completely screened from public rights-of-way and adjacent properties. Sec. 41-2103. — Modification of Standards. Development standards applied to small lot subdivisions pursuant to section 41- 2102 may be modified by an application for a minor exception, which shall be heard by the zoning administrator pursuant to Article V of this chapter, in order to achieve a good project design, privacy, livability, and compatibility with surrounding uses. The decision of the zoning administrator on such applications may be appealed to the Planning Commission pursuant to Article V of this chapter. Sec. 41-2104. — Applicability to other regulations. The provisions of this article are not intended to provide exclusive regulation of the development of small lots. Small lots must comply with any and all applicable regulations imposed in other articles of the zoning code, other city ordinances, and state and federal law. Should a conflict exist between the provisions of this article and the provisions of other articles of this Code, the provisions of this article shall prevail. Section 4. If any section, subsection, sentence, clause, phrase or portion of this ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this ordinance. The City Council of the City of Santa Ana hereby declares that it would have adopted this ordinance and each section, subsection, sentence, clause phrase or portion thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses, phrases, or portions be declared invalid or unconstitutional. ADOPTED this day of 2018. Miguel A. Pulido Mayor 11C-7 APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By: Lisa Storck Assistant City Attorney 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 that the attached Ordinance No. NS -XXX to be the original ordinance adopted by the City Council of the City of Santa Ana on , 2018 and that said ordinance was published in accordance with the Charter of the City of Santa Ana. Date: Clerk of the Council City of Santa Ana 11C-8 CITY OF SANTA ANA COUNCIL COMMITTEE MEETING AGENDA ECONOMIC DEVELOPMENT, INFRASTRUCTURE, BUDGET AND TECHNOLOGY COMMITTEE MONDAY, JANUARY 8, 2018 5:00 P.M. CALL TO ORDER City Hall Ross Annex, Conference Room 1600 20 Civic Center Plaza, Santa Ana, California Committee Members: Michele Martinez, Chairperson Vicente Sarmiento Recording Secretary: Teresa Ramirez 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 1. Approval of Minutes from November 13, 2017 Regular Meeting {Strategic Plan No. 5, 1} 2. Enhanced Infrastructure Financing Districts {Strategic Plan No. 3, 51 (Joe Dieguez, Kosmont Companies) 3. Affordable Housing Funds Policies and Procedures {Strategic Plan 4,51 (Judson Brown, CDA) 4. Update on Rent Stabilization Measures Discussion {Strategic Plan 5} (Judson Brown, CDA) 5. Unfunded Liability / PARS Update (Pension Update) {Strategic Plan No. 4, 11 (Francisco Gutierrez, FMSA) 6. Comprehensive Annual Financial Report -Audit Update {Strategic Plan No. 4, 1 c} (Francisco Gutierrez, FMSA) 7. Review the Debt Management Policy {Strategic Plan No. 4, 11 (Francisco Gutierrez, FMSA) 8. Update on the Purchase of Real Property located at 651-657 East Washington Avenue for future Water Well and other Water System Improvements {Strategic Plan 6. 1, c} (Fred Mousavipour & Nabil Saba, PWA) Santa Ana City Council Miguel A. Pulido,I ichele Martinez, I Vicente Sarmiento, I Jose Solorio, P. David Benavides, I Juan Villages, I Sal Tinajero, Moor mayorPro Tem, Ward Ward Ward Ward Ward Ward MPNidoA-waana.aro MWffi.xrdaanleaneoro VSarmienlvMe nleananm JSalMownlaana.wo eaena deAAs nlaana.om N�eoas(Auna aTinaem(aisanlaena.om City Hall, 20 Civic Center Plaza . P.O. Box 1968 . Santa Ana, California 92702 Mayor & Council Telephone: 714.647.6900 . Agenda Item Inquiries: 714-647.6520 . Website: w .santaana.ore 13A-1 9. Brief Update: a. Ordinance for Small BusinesseslWorker Cooperatives — Rob Zur Schmiede b. THRIVE update and partnership — Rob Zur Schmiede c. Downtown Skate Park Partnership — Marc Morley d. Fiber Optics Network Plan — Jack Ciulla STAFF COMMENTS COMMITTEE MEMBER COMMENTS ADJOURNMENT — The next regular meeting is scheduled for Monday, March 121' at 5p.m. If 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 ll, 28 CFR 35.102] The complete Strategic Plan document is available at http://www.santa-ana.ora/strategic-planning/ ECONOMIC DEVELOPMENT, INFRASTRUCTURE, BUDGET 2 January 8, 2018 AND TECHNOLOGY AGENDA 13A-2 CITY OF SANTA ANA CITY COUNCIL COMMITTEE ON ECONOMIC DEVELOPMENT, INFRASTRUCTURE, BUDGET AND TECHNOLOGY REGULAR MEETING MINUTES NOVEMBER 13, 2017 CALL TO ORDER CITY HALL 20 Civic Center Plaza, Room 1600 Santa Ana, CA 5:14 P.M. ATTENDANCE COUNCIL COMMITTEE MEMBERS Present: Michele Martinez, Chair P. David Benavides, Vice Chair Vincente Sarmiento STAFF Present: COUNCIL COMMITTEE MEMBER(S) Absent: None Raul Godinez II, CMO Robert Cortez, CMO Francisco Gutierrez, FMSA Judson Brown, CDA Marc Morley, CDA Sergio Vidal, FMSA Jorge Garcia, CMO Robert Zur Schmiede, CDA Candida Neal, PBA William Galvez, PWA Waldo Barela, FMSA Arturo Rodriguez, FMSA Will Holt, FMSA Te M. Gilford, CDA PUBLIC COMMENTS • Gil Salmon stated that his comments made last meeting were misinterpreted. Audio for all public meetings are available at hftp://www.ci.santa-ana.ca.us/coc/granicus.asp. • Avil Ruiz stated that agriculture coops are going to be great for Santa Ana residents. Ana Urzia from Santa Ana Building Healthy Communities spoke in support of item 6, Workers Cooperatives, stating that there are multiple benefits to worker coops. Cesar Covarrubias with the Kennedy Commission spoke in support of the Affordable Housing Funds Policies and Procedures, stating that this is a great opportunity for the City. • Kevin Coleman from Santa Ana Chamber of Commerce spoke in support of Workers Cooperatives and the Business License Review process. ***END OF PUBLIC COMMENTS*** Economic Development, Infrastructure, Budget & November 13, 2017 AGENDA DISCUSSION ITEMS Approval of Minutes from the Finance, Economic Development, & Technology Committee Meeting of September 18, 2017, with modifications. Motion: Benavides Vote: AYES: NOES: ABSTAIN ABSENT: (Items taken out of order.) SECOND: Martinez Benavides, Martinez, Sarmiento (3) None (0) None (0) None (0) 8. Presentation on Affordable Housing Funds Policies and Procedures (Strategic Plan No. 4,5) (Judson Brown, CDA) Mayor Pro Tem Martinez stated that although this item is being brought to the committee, it is unable to make policy decisions, and that it'd be in the City's interest, if the item was also brought to the full Council via a Study Session. Judson Brown, Housing Division Manager gave a presentation of the Affordable Housing Funds Policies and Procedures. Mr. Brown stated that a similar policy was brought to the Committee in December, 2015. Councilman Sarmiento questioned the use of only a RFP process, because the City may miss out on a good proposal that may come in between RFP cycles. Mr. Brown responded that the RFP process promotes transparency, and that other cities do, indeed utilize the RFP process. Sarmiento agreed that this item should be brought to the full Council. Councilman Benavides stated that we may want to look into the better process option to ensure that the RFP process is the route to take. Mayor Pro Tem Martinez reiterated that the City could do a better job at creating housing specific to the needs of Santa Ana. Community Development Agency Interim Executive Director Rob Zur Schmiede responded that we will work with the City Manager's Office to look into the process, and bring this item back to Council. 4. Fiscal Year 2017-18 First Quarter Budget Update (Strategic Plan No. 4, 1) (Francisco Gutierrez, FMSA) Francisco Gutierrez, Finance and Management Services Executive Director, provided an update of the City's budget. Mr. Gutierrez also noted that the restaurant, transportation, retail, and cannabis adult program could be a source of revenue for the City. Labor negotiations will also impact the budget, currently the City also has multiple job vacancies that need to be filled by June. Mayor Pro Tem Martinez suggested that the City look into revenues, expenditures and retail sales tax to report back next meeting. 7. Presentation on Business License Review: Outreach and Feedback {Strategic Plan No. 4, 1) (Francisco Gutierrez, FMSA) Francisco Gutierrez, Finance and Management Services Executive Director, provided an update of the City's budget. Mr. Gutierrez stated that the City conducted outreach, and was provided feedback. It was discovered that constituents are having trouble being able to Economic Development, Infrastructure, Budget & Techalology Minutes1 I 4 November 13, 2017 establish business in Santa Ana. It was also noted that in order to establish a business in Santa Ana, you must work with multiple departments. However, communication between departments could be better. City Manager Raul Godinez stated that the City's goal is to create a better experience, and will provide an update at next meeting. Councilmember Benavides stated that he would like to change the culture, and improve the City's customer service, even online. Councilmember Sarmiento agreed. 6. Workers Cooperatives Update (Strategic Plan No. 3, 1) (Marc Morley, CDA) Marc Morley, Economic Development Specialist gave a presentation of Workers Cooperatives. Mr. Morley stated that the City is making modifications to the economic development strategy to better support our community. 5. Verbal Update on plans for Santa Ana / Garden Grove Joint Meeting Re: Willowick Golf Course (Strategic Plan No. 3, 2) (Marc Morley, CDA) Marc Morley, Economic Development Specialist gave an update on Willowick Golf Course. Staff is working on scheduling a joint Garden Grove and Santa Ana City Council Meeting, to be held Monday, December 4, 2017 2. S13-1 Funding Verbal Update {Strategic Plan No. 6, 1) (Fred Mousavipour, PWA) William Galvez, City Engineer, Public Works provided an update on the SB 1 (Senate Bill 1), the Road Repair and Accountability Act of 2017. Discussion ensued regarding areas of possible roadway maintenance and rehab. 3. Entitlement Review Process Verbal Status Update (Strategic Plan No. 3, 3) (Candida Neal, PBA) Candida Neal, Planning and Building Acting Executive Director provided an update on the entitlement review process. Discussion ensued regarding general ordinance on farmers' markets. Community Development Agency, along with Planning and Building Agency will provide an update to City Manager's Office for review. ITEMS MOVED TO NEXT COMMITTEE MEETING: None PUBLIC COMMENTS: None Intrastructure, twaget is November 13, 2017 COMMITTEE MEMBER COMMENTS • Committee Vice -Chair Benavides would like report on findings and recommendations in Economic Development strategy. • Committee Chair Martinez would like PARS update. ADJOURNED: 7:13 p.m. The next Economic Development, Infrastructure, Budget, and Technology meeting is scheduled for Monday, January 8, 2018 at 5:00 p.m. L Te. . Gilford Recording Secretary Economic mtrastructure, Budget & November 13, 2017 SANTACITY OF A f' COUNCIL COMMITTEE MEETING /��Y li ft ryt� U PUBLIC SAFETY, CODE ENFORCEMENT AND NEIGHBORHOOD EMPOWERMENT January 9, 2015 5:30 P.M. CALL TO ORDER City Hall Ross Annex, Conference Room 1600 20 Civic Center Plaza, Santa Ana, California Committee Members: Councilmembers Benavides, Villegas and Tinajero Staff: Police Chief, OCFA Division Chief, Assistant City Attorney Recording Secretary: Elizabeth Plotnik PUBLIC C, OMMENTS - Members of the public are allowed three minutes to speak on agenda items or matters within the jurisdiction of the Committee. Elect Chair and Vice Chair 2. Review By -Laws (direct staff to make changes as needed) 3. Review and Approve Proposed Meeting Schedule for this Committee 4. Approval of Minutes of the November 14, 2017 Meeting 5. Update on Police Officer Recruitment and Hiring — Manager Carroll and Corporal Oscar Lizards (Strategic Pian Goal N0. 1, 1i) (Continuous Information Item) 6. ShotSpotter Update — Chief Valentin (Strategic Plan Goal No. 1, 2a) If you need special assistance to participate in this meeting, please contact Michael Ortiz, City ADA Program Coordinator, at f (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] Santa Ana City Council Miguel A. PulidoIj Michele Martinez Vicente Sarmiento Jose Solorlo P. David Benevides Juan Villages $al Tinaiero Mayor f Mayor Pro Tem Ward 1 Ward 3 I Ward 4 Ward 5 Ward 6 h1P.utitl �m lum III Ward .IVIJun' mp—RaN,enngn Si reie,IXSesnWare am I M�mno�gg�a:artavm � � City Hall, 20 Civic Center Plaza Nr�.1Pp //((ox1�8 0 • Santa Ana, California 92702 Mayor & Council Telephone: 714.047-6900 • AgerHa7th111f ( ries: 714.647.0520 • Website: www.santa-ana.ora Orange County Needle Exchange Program/ Homeless Update — Chief Valentin {Strategic Plan Goal No. 5, 3d & No. 1, 1c} 8. Illegal Cannabis Enforcement— Candida Neal, Planning and Building {Strategic Plan Goal No. 1, 1c} K010 Itl • ADJOURNMENT_— The next Public Safety and Neighborhood Improvement meeting is scheduled for Tuesday, March 13, 2018, at 5:30 PM at the City Hall Ross Annex, Room 1600, 20 Civic Center Plaza, Santa Ana, CA. The complete Strategic Plan document is available at http://www.santa-ana.om/strategic-planning(. If 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 Miguel A. Pulido ( Michele Martinez Vicente Sarmiento Jose Selene P. David Benavides i Juan villages Sal Tinajem Mayor Mayor Pro Tem Ward 1 Ward 3 Ward 4 Ward 5 Ward 6 eWlitatE9m Ward ysaoma�manaznm.nni.vlu I dSeVL�TMsemnaro,.o.o PflsnaxkJaMPeaWassaa9t9 maa�nstmsanin:ennea HSll1B1a.Pum main ora I MMnwiwz�annta:enasm y City Hall, 20 Civic Center Plaza g / OwBox�1yg88 e Santa Ana, California 92702 Mayor & Council Telephone: 714647.6900 • A Ines: 714.647.6520 e Website: www.santa-ana.ora CITY OF SANTA ANA CITY COUNCIL COMMITTEE ON PUBLIC SAFETY, CODE ENFORCEMENT & NEIGHBORHOOD EMPOWERMENT MINUTES CALL TO ORDER: ATTENDANCE: MEMBERS ABSENT: November 14, 2017 Ross Annex, Room 1600 City Hall, 20 Civic Center Drive Santa Ana, California 5:38 PM Council Committee members: Jose Solorio Juan Villegas Sal Tinajero STAFF PRESENT: Raul Godinez II, CMO David Valentin, PD Tamara Bogosian, CAO Ken Gominsky, PD Robert Cortez, CMO Yessenia Aspeitia, PD Samantha Soto, OCFA Robert Carroll, PD Elizabeth Plotnik, Recording Secretary PUBLIC SPEAKERS: Connie Hamilton, concerned constituent, South Coast NA PUBLIC COMMENTS Connie Hamilton of the South Coast neighborhood, asked for an update about the California Lodge, and inquired about the status of illegal fireworks. AGENDAITEMS 1. Approval of Minutes from the September 12, 2017.Meeting. 2. Approval of Minutes from the October 2, 2017 Meeting. 3. Approval of Minutes from the October 10, 2017 Meeting. 1 13A-9 Co -Chair Villegas makes a motion to approve all Meeting Minutes. MOTION: Villegas SECOND: Solorio Motion carries. 4. Update on Police Officer Recruitment and Hiring — Manager Carroll {Strategic Plan Goal No. 1, li) (Continuous Information item) Manager Carroll presented the Council Committee with an update on Police Officer hiring, by reviewing the number of vacancies compared to filled positions year-to-date, as well as the number of additional officers that are projected to be hired. Manager Carroll also provided an overview of recruitment events taking place, and informed the Committee of the Lead -Corporal being assigned to the Background, who will be overseeing recruitment. ACTION: Chairman Solorio: Asked that the Police Department consider creating positions that don't require POST certification that can assist in Investigative work and Traffic enforcement. Additionally, Chairman Solorio asked that the Recruitment Lead -Corporal attend the next Committee Meeting, for formal introduction. 5. Presentation on Shotspotter Technology— Commander Ken Gominsky {Strategic Plan Goal No. 1, 2a} Commander Gominsky presented the Council Committee with an overview of Shotspotter Technology, a gunshot detection and acoustic surveillance technology that uses sensors to locate and alert law enforcement of gunfire. Commander Gominsky explained how the technology works, and reviewed the potential benefits and challenges the City could face, if the Shotspotter technology was implemented. Additionally, Commander Gominsky identified possible areas in the City the technology could cover and what it would cost. 2 13A-10 Dialog between Coinmittee and Staff with Shotspotter Representatives Gary Bunyard and Lydia Barrett Mr. Bunyard and Ms. Barrett shared with the Committee and Staff, additional statistics and benefits of Shotspotter, while providing examples of other California police agencies that are currently utilizing the technology. Additionally, Mr. Bunyard and Ms. Barrett presented further explanation of how the technology works and its potential effect on the City of Santa Ana. 6. Review and Possible Action Regarding Draft Ordinance on Abandonment of Homeless Individuals in Santa Ana — City Attorney's Office {Strategic Plan Goal No. 5, 3d} Deputy City Manager Robert Cortez provided the Committee with a verbal update about the concept of drafting an ordinance that addresses abandomnent of homeless individuals in the City of Santa Ana. Mr. Cortez explained that, as a result of the amount of services provided to the homeless here in the City, there has been an increase in the number of homeless individuals who have migrated or been transported into Santa Ana. Implementing an ordinance is a potential solution to lessen these impacts. Mr. Cortez added that discussions are still taking place to determine how, when and under what circumstances an ordinance would be implemented. ACTION: Chairman Solorio and Co -Chair Villegas asked that they each be provided a copy of the draft ordinance. Co -Chair Villegas asked that he be kept informed of, and included in, discussion research groups that take place. 7. Review and Possible Action Regarding City of Sacramento's Ordinance on Aggressive Panhandling Chief Valentin presented the Committee with a verbal suunmary of the only Santa Ana municipal code that closely pertains to panhandling. Additionally, Chief Valentin shared examples of other municipal code city ordinances that address panhandling or offenses similar to panhandling. 3 13A-11 Chairman Solorio discussed the City of Sacramento's draft ordinance of the same topic, as Sacramento has characteristics and concerns that are similar to those of Santa Ana, and shared that Sacramento is considering prohibiting panhandling in sensitive areas. COMMITTEE MEMBER COMMENTS Chairman Solorio suggested additional outreach to Criminal Justice students for recruitment, and shared his appreciation of the recruitment efforts that have taken place so far. Additionally, Chairman Solorio shared his support of Shotpotter technology and the benefits it would provide the City, and requested that a presentation be given to the League of California Cities. Chairman Solorio shared his support of both ordinances discussed. Co -Chair Villegas shared his support of the recruitment efforts taking place, stating that word-of- mouth is the best approach in appealing to applicants. Additionally, Co -Chair Villegas shared his support of both ordinances discussed. He also commented on the increase of homeless calls for medical service as a result of the increase of homeless individuals being brought to the City. The Committee members were engaged in the discussions, expressed interest in the presentations, and asked for some items to be brought back for further dialogue. They thanked Staff for their power points presentations. Calls for Service pertaining to Homelessness Update on Code Enforcement numbers Abandonment Ordinance Panhandling Ordinance Fireworks Enforcement ADJOURNMENT —7:10 P.M. DAVID VALENTIN Acting Chief of Police ep 4 13A-12 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JANUARY 16, 2018 TITLE: RECEIVE AND FILE CERTIFICATION AND APPROVAL OF FINAL PARCEL MAP NO. 2016-177 BY CITY ENGINEER (1701 EAST SAINT ANDREW PLACE) (STRATEGIC PLAN NO. 3,2) Y MANAGER RECOMMENDED ACTION Receive and file. CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 181 Reading ❑ Ordinance on 2"d Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER This action informs the City Council of the imminent approval of this subdivision based upon the Subdivision Map Act and meeting of all the conditions of approval set by the City. The City Engineer has received Final Parcel Map No. 2016-177 (City Parcel Map No. 2016-04) for 1701 East Saint Andrew Place (Exhibit 1) from Orange County's Credit Union, a California Corporation, and is in the process of reviewing the map for technical accuracy and final approval. This map approves subdividing a property into two parcels for the development of a mixed-use two-story building. The parcels are located in the Specific Development No. 69 zoning district. The Tentative Map No. 2016-177 was approved by the City Council on November 21, 2017. Pursuant to Section 34-183 of the Santa Ana Municipal Code, the City Engineer shall approve or disapprove this map within 10 days after the City Council meeting of January 16, 2018. STRATEGIC PLAN ALIGNMENT 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). FISCAL IMPACT There is no fiscal impact associated with this action. �reV YouVavipour Executive Director Public Works Agency Exhibit 1: Map 17A-1 17A-2 EDINGER AVENUE \~ z CURB PND CUTTER ST ANDREW PLACE CORB R•34' L-55.01' n PARCEL 2 R•40' L -30.95 - PARCEL 1 1 J 4z82.6g• ' � 83' 41' — PND CUTTER PL EXHIBIT 66 �A CURB PND CUTTER SANTA ANA Titiv P^ Age cDMat PARCEL MAP N0. 2016-177 Agenda Dote January i6, zo,6 1701 EAST SAINT ANDREW PLACE vac rowis, we P' 7 A 11 17A-4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JANUARY 16, 2018 TITLE RECEIVE AND FILE PUBLIC WORKS AGENCY STATUS OF PROJECTS - MONTHLY CAPITAL IMPROVEMENT PROGRAM EXECUTIVE REPORT FOR DECEMBER 2017 {STRATEGIC PLAN NO. 5, 1} ciTy\mANAGER RECOMMENDED ACTION Receive and file. DISCUSSION CLERK OF COUNCIL USE ONLY: 0 APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 15' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER The December 2017 Capital Improvement Program (CIP) Executive Summary Schedule (Exhibit 1) 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 project. The CIP Executive Summary Schedule is available on the City's website at: http://santa-ana/pwa/documents/ExecutiveMonthlyC I PUpdateDecember2017. pdf The following remarks are provided to note significant issues related to CIP projects: The Santa Ana Zoo Amazon's Edge Experience (formerly "Giant River Otter") Design is currently underway to conduct a major renovation of the existing Amazon's Edge exhibit at the Santa Ana Zoo at Prentice Park (Santa Ana Zoo). The project originally provided for inclusion of the Giant River Otter and included modification to the existing moat, a new water filtration system, new viewing structure, and upgrades to the existing holding facility. The scope of work has increased to include a new, modern primate habitat in an effort to meet and exceed husbandry and welfare needs of the animals, which is important to the mission of the Santa Ana Zoo and the Association of Zoos and Aquariums. The primate habitat will incorporate an elevated trail system which opens up to two large mesh habitats, providing for a dynamic, innovative way of caring for the animals and promoting natural behaviors. Contract documents are slated to be completed and released for bid advertisement by fall 2018. The Santa Ana Zoo Master Plan Five two-day planning workshops were just completed to update the zoo's current Master Plan, which involved a complete assessment of all existing facilities and programming, a new Facilities Master Development Plan, and a Strategic Business Plan. The Santa Ana Zoo is an important community 19C-1 Monthly CIP Executive Report for December 2017 January 16, 2018 Page 2 asset as a science and education center and a family-oriented recreational venue. Along with the Discovery Science Center and Bowers Museum, the Santa Ana Zoo is part of a cultural hub which helps support local economic development. The Master Plan will be presented to the Youth, Education & Community Services Council Committee and the Recreation & Parks Board in January 2018, and to City Council for final adoption on February 20, 2018. South Main Street Corridor Improvements Preliminary design is underway to implement the "South Main Vision Plan." The South Main Vision Plan will provide for greater walkability by implementing traffic calming mechanisms, enhanced crosswalks, pedestrian level street lighting, street trees, landscaping, parkletts, site furnishings, and metered parking. A kick-off meeting was held in September 2017; survey, geotechnical studies, utility coordination, and traffic studies are currently underway. Contract documents are slated to be completed and released for bid advertisement by the winter quarter of 2018/19. Civic Center Bike Boulevard - Active Transportation Project (ATP): The City applied for ATP funding for the design phase of this project to be considered by the California Transportation Commission (CTC) in December 2017. Following the City's receipt of required approvals, the project design phase will be initiated with the project goal to implement a bicycle boulevard along Civic Center Drive from Broadway to Santiago Street. Improvements will include applicable signage, striping, and signal improvements with protected left -turn signal phasing. The purpose of the project is to encourage additional utilization, for all transportation users, with an emphasis on enhancing bicyclists' and pedestrians' visibility and safety along the roadway segment. STRATEGIC PLAN ALIGNMENT 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. Fd ousavip ur J2__�� Executive Director Public Works Agency FM/WEG/LO Exhibit 1: CIP — Executive Summary Schedule 19C-2 �r I 88888$88888 POmp��8�8��8I M Q N T N V O N N$ NN N N N N N N u M•�• rv: w w u .+ u ry F Z F F F a a a+ M F F F F F. 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EE °: -|!;,|;1... \k¥�%Eƒ!)fit)!} [ >)!!!;E jE �o�!!!||!|!# ( | ! . IPIefft REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JANUARY 16, 2018 TITLE: RECEIVE AND FILE COMPREHENSIVE ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR ENDED JUNE 30, 2017 AND RELATED FINANCIAL REPORTS {STRATEGIC PLAN NO. 4, 1} J C Y MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Receive and file the following audited and separately issued reports for the Fiscal Year Ended June 30, 2017: 1. Comprehensive Annual Financial Report 2. Air Quality Management District (AQMD) Financial Statements 3. Appropriations Limit (GANN Limit) 4. Compliance with the Statement of Investment Policy DISCUSSION The Finance and Management Services Agency — Accounting Division (Accounting Division) is the lead on various audit and separately issued reports compiled and prepared by the City's Independent Auditor, White Nelson Diehl Evans LLP (WNDE). Outlined below is a list of the reports and related status. AUDITED REPORTS: Comprehensive Annual Financial Report The Comprehensive Annual Financial Report (CAFR), prepared by the Accounting Division reports audited financial information on all City funds for the Fiscal Year Ended June 30, 2017. The CAFR is prepared in accordance with the Generally Accepted Accounting Principles (GAAP) along with the reporting requirements of the Governmental Accounting Standards Board (GASB). The CAFR was audited by the City's independent public accounting firm WNDE, in accordance with Government Auditing Standards (GAS). WNDE was awarded a contract by the City Council on May 3, 2016 after successful completion of the City's Request for Proposal (RFP) process. 19D-1 Comprehensive Annual Financial Report for the Fiscal Year -Ending June 30, 2017 January 16, 2018 Page 2 Accounting Division is pleased to report that the City received an unmodified opinion; the commonly known as a clean opinion, which is considered the most favorable conclusion for the audit. The unmodified opinion indicates that the City's financial statements present fairly, in all material respects, the financial position of the City, changes in financial position, and cash flows for the fiscal year ended June 30, 2017. Under Assembly Bill 2766 Chapter 1705 [California Health and Safety Code (CHSC) Sections 44220 through 44247] cities and counties receiving the AB 2766 funds are required to separately account for the revenue and to expend the revenue for air pollution reduction measures. The AQMD audit report reflects the City's compliance to such measures. Accounting Division is pleased to also report that the City received an unmodified opinion on the AQMD audit report and no compliance findings were noted. SEPARATELY ISSUED REPORTS: In addition to the CAM and the AQMD reports, WNDE performed the following Agreed Upon Procedures (AUP) examinations: Appropriation Limit Calculations also known as GANN Limit The GANN limit established the appropriations limit on expenditures for publicly funded programs in accordance with Section 1 of Article XIII of the California Constitution. Accounting Division is pleased to report that no findings were noted as a result of this AUP Review. City's Compliance with the Statement of Investment Policy The report on the City's Investment Policy is elected to be performed by the City to ensure compliance. Accounting Division is pleased to report that no findings were noted as a result of this AUP review. The CAM is posted and available on the City's website. In addition, FMSA submitted the report to the Government Finance Officers Association's Certificate of Achievement for Excellence in Financial Reporting Program. This award is the highest form of recognition in governmental accounting and financial reporting. The City has received this prestigious award for thirty-nine consecutive years. 19D-2 Comprehensive Annual Financial Report for the Fiscal Year -Ending June 30, 2017 January 16, 2018 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 Exhibits: 1. Comprehensive Annual Financial Report (CAFR) 2. Air Quality Management District (AQMD) Report 3. GANN Limit Agreed -Upon Procedures Report 4. Investment Policy Agreed -Upon Procedures Report 19D-3 19D-4 Exhibit 1 The Comprehensive Annual Financial Report for the Fiscal Year Ended June 30, 2017 can be found on the City's internet at: http://www.ci.santa-ana.ca.us/finance/cafr/documents/2017 cafr pdf. 19D-5 19D-6 EXHIBIT 2 CITY OF SANTAANA, CALIFORNIA AIR QUALITY IMPROVEMENT SPECIAL REVENUE FUND FINANCIAL STATEMENTS WITH REPORT ON AUDIT BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS FOR THE YEAR ENDED JUNE 30, 2017 19D-7 19D-8 CITY OF SANTA ANA, CALIFORNIA AIR QUALITY IMPROVEMENT SPECIAL REVENUE FUND TABLE OF CONTENTS For the year ended June 30, 2017 Page Number Independent Auditors' Report Financial Statements: Balance Sheet Statement of Revenues, Expenditures and Changes in Fund Balance Notes to Financial Statements Required Supplementary Information: 10 Statement of Revenues, Expenditures and Changes in Fund Balance - Budget and Actual I1 Independent Auditors' Report on Internal Control over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards 12 19D-9 INDEPENDENT AUDITORS' REPORT The Honorable Mayor and Members of the City Council of the City of Santa Ana Santa Ana, California Report on the Financial Statements We have audited the accompanying financial statements of the Air Quality Improvement Special Revenue Fund (AQMD) of the City of Santa Ana, California (the City), as of and for the year ended June 30, 2017, and the related notes to the financial statements, as listed in the table of contents. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditors' Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors' judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the City's preparation and fair presentation of the AQMD's financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the City's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. -1- 2875 Michelle Drive, Suite 300, Irvine, CA 92606 • Tel: 714.978. BOO • Fax: 714.978.7893 Offur, located 119OW1,0 Diego Counhev Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Air Quality Improvement Special Revenue Fund of the City of Santa Ana, California as of June 30, 2017, and the changes in financial position thereof for the year then ended in accordance with accounting principles generally accepted in the United States of America. Emphasis of Matter As discussed in Note 1, the financial statements present only the Air Quality Improvement Special Revenue Fund and do not purport to, and do not present fairly the financial position of the City of Santa Ana, California, as of June 30, 2017, and the changes in its financial position for the year then ended in accordance with accounting principles generally accepted in the United States of America. Our opinion is not modified -with respect to this matter. Other Matters Required Supplementary Information Accounting principles generally accepted in the United States of America require that the Statement of Revenues, Expenditures and Changes in Fund Balance - Budget and Actual, identified as Required Supplementary Information (RSI) in the accompanying table of contents, be presented to supplement the basic financial statements. Such information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board, who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic or historical context. We have applied certain limited procedures to the RSI in accordance with auditing standards generally accepted in the United States of America, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management's responses to our inquiries, the basic financial statements, and other knowledge we obtained during the audit of the basic financial statements. We do not express an opinion or provide any assurance on the RSI because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance. Management has not presented the management's discussion and analysis that accounting principles generally accepted in the United States of America require to be presented to supplement the basic financial statements. Such missing information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board, who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. Our opinion on the AQMD's basic financial statements is not affected by this missing information. -2- 19D-11 Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated December 12, 2017, on our consideration of the internal control over the financial reporting of the AQMD and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the internal control over the financial reporting and compliance of the AQMD. Irvine, California December 12, 2017 -3- 19D-12 CITY OF SANTA ANA, CALIFORNIA AIR QUALITY IMPROVEMENT FUND BALANCESHEET June 30, 2017 ASSETS: Cash and investments Intergovernmental receivable Interest receivable TOTAL ASSETS LIABILITIES, DEFERRED INFLOWS OF RESOURCES, AND FUND BALANCE: LIABILITIES: Accounts payable DEFERRED INFLOWS OF RESOURCES: Unavailable revenues FUND BALANCE: Restricted for air quality improvement TOTAL LIABILITIES, DEFERRED INFLOWS OF RESOURCES, AND FUND BALANCE See accompanying notes to financial statements. -4- 19D-13 $ 1,106,435 111,319 2,978 $ 1,220,732 $ 6,157 1,147 1,213,428 $ 1,220,732 CITY OF SANTA ANA, CALIFORNIA AIR QUALITY IMPROVEMENT FUND STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE For the year ended June 30, 2017 REVENUES: Motor vehicle fees Grant reimbursements Investment income Miscellaneous TOTAL REVENUES EXPENDITURES: Direct program Administrative TOTAL EXPENDITURES EXCESS OF REVENUES OVER EXPENDITURES FUND BALANCE, BEGINNING OF YEAR FUND BALANCE, END OF YEAR See accompanying notes to financial statements. -5- 19D-14 $ 552,628 285,000 8,353 2,900 848,881 245,434 7,529 252,963 595,918 617,510 $ 1,213,428 CITY OF SANTA ANA, CALIFORNIA AIR QUALITY IMPROVEMENT SPECIAL REVENUE FUND NOTES TO FINANCIAL STATEMENTS June 30, 2017 1. GENERAL: The financial statements are intended to reflect the financial position and changes in the financial position attributable to the Air Quality Improvement Special Revenue Fund (AQMD) of the City of Santa Ana, California (the City). These financial statements are exclusively for AQMD and do not purport to, and do not present fairly the financial position and changes in the financial position for the City. The South Coast Air Quality Management District (SCAQMD) is authorized under Assembly Bill 2766 (AB 2766) Chapter 1705 [California Health and Safety Code (CHSC) Sections 44220 through 44247] to impose a motor vehicle registration fee to be used by the SCAQMD and local governments specifically for programs to reduce air pollution from mobile sources and related planning, monitoring, enforcement, and technical studies necessary for the implementation of the California Clean Air Act of 1988. The California Department of Motor Vehicles collects the vehicle registration fee and subvenes it to SCAQMD. Upon receipt, the vehicle registration fee is split into segments with 40% of the revenue place in a special revenue fund designated as the Air Quality Improvement Trust Fund for quarterly distribution to local governments. CHSC Section 44243 requires cities and counties receiving the AB 2766 funds to separately account for the revenues and to expend the revenues for air pollution reduction measures pursuant to the California Clean Air Act of 1988 or the SCAQMD's Air Quality Management Plan pursuant to Article 5 of Chapter 5.5 of Part 3 of the CHSC. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: A. Fund Accounting: The financial activity of the City is accounted for on the basis of funds, each of which is considered a separate accounting entity with a self -balancing set of accounts. Monies under AB 2766 are accounted for in the Air Quality Improvement Special Revenue Fund, which is a special revenue fund. B. Measurement Focus and Basis of Accounting: The accounting and financial reporting treatment is determined by the applicable measurement focus and basis of accounting. Measurement focus indicates the type of resources being measured such as current financial resources or economic resources. The basis of accounting indicates the timing of transactions or events for recognition in the financial statements. -6- 19D-15 CITY OF SANTAANA, CALIFORNIA AIR QUALITY IMPROVEMENT SPECIAL REVENUE FUND NOTES TO FINANCIAL STATEMENTS (CONTINUED) June 30, 2017 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED): B. Measurement Focus and Basis of Accounting (Continued): AQMD's financial statements are reported using the current financial resources measurement focus and the modified accrual basis of accounting. Revenues are recognized as soon as they are both measurable and available. Revenues are considered to be available when they are collectible within the current period or soon enough thereafter to pay liabilities of the current period. For this purpose, the government considers revenues to be available if they are collected within 60 days of the end of the current fiscal period. Expenditures generally are recorded when a liability is incurred, as under accrual accounting. C. Budgetary Accounting: The City's fiscal year begins on hily 1 of each year and ends June 30 the following year. On or before the fifteenth of June of each year, the City Manager recommends and submits to the City Council a proposed budget for the next ensuing fiscal year based on a detailed financial plan prepared by the heads of the various offices, agencies and departments of the City and its component units. Upon receipt of the proposed budget, the Council holds a public hearing wherein the public is given an opportunity to be heard, after which the Council may make any revisions deemed advisable. After the conclusion of the public hearing, the Council may make modifications with the affirmative vote of at least a majority of its members. On or before the thirty-first day of July, the City Council adopts the budget as amended by the affirmative vote of at least a majority of its members. Upon final adoption, the budget is in effect for the ensuing fiscal year and becomes the authority for the various offices, agencies, and departments to expend subject to controls established by the City Charter. At any meeting after the adoption of the budget, the City Council may amend or supplement the budget by affirmative vote of at least two-thirds of the members so as to authorize the transfer of unused balances appropriated for one purpose to another purpose, or to appropriate available revenue not included in the budget. Where appropriations are made to offices, departments, or agencies for more than one activity or program, "appropriations" are considered in the aggregate with respect to total expenditures authorized for that office, department or agency within each fund, limited to purposes for which the revenues of such funds are to be spent. The City Manager is authorized to make revisions among the items included in such appropriations if, in his opinion, such revisions are necessary and proper. Budgetary control exists at the department level. Council action is necessary for transfers between departments/agencies or transfers between funds. During the fiscal year, all budget and supplemental amendments were necessary and made in a legally permissible manner. -7- 19D-16 CITY OF SANTA ANA, CALIFORNIA AIR QUALITY IMPROVEMENT SPECIAL REVENUE FUND NOTES TO FINANCIAL STATEMENTS (CONTINUED) June 30, 2017 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED): C. Budgetary Accounting (Continued): The City legally adopts annual budgets for the Special Revenue Funds including the Air Quality Improvement Special Revenue Fund. The budgetary control for the Special Revenue Funds is under the department in charge. The Air Quality Improvement Special Revenue Fund is managed by the Finance and Management Services Agency. Monthly budgetary reports are prepared to effect control through fiscal management. The City Council approved supplemental appropriations during the year, but they were not considered material. Budgets are prepared on a modified accrual basis. Encumbrances (e.g., purchase orders, contracts) outstanding at year-end are reported as restrictions of fund balances since they do not constitute expenditures or liabilities. All other annual appropriations lapse at fiscal year-end to the extent that they have not been expended or lawfully encumbered. During the fiscal year, the total Fund's expenditures were within the legal prescribed limits as approved by the City Council. D. Deferred inflows of resources: In addition to liabilities, the balance sheet will sometimes report a separate section for deferred inflows of resources. This separate financial statement element, deferred inflows of resources, represents an acquisition of fund balance that applies to a future period and will not be recognized as an inflow of resources (revenue) until that time. The AQMD fund has one item that qualifies for reporting in this category, which is unavailable revenues from intergovernmental receivables. These amounts are deferred and recognized as an inflow of resources in the period that the amounts become available. E. Fund Balance: AQMD's fund balance is reported based on the extent to which the City is bound to observe constraints on the use of the AQMD's resources. AQMD's fund balance is classified under restricted, which include amounts which are constrained for specific purposes that are I) externally imposed by creditors, grantors, contributors, or laws or regulations of other governments or 2) imposed by law through enabling legislation. AQMD's fund balance is restricted for programs initiated for the purpose of implementing the California Clean Air Act. Information regarding the fund balance reporting policy adopted by the City is described in Note 1 to the City of Santa Ana's Comprehensive Annual Financial Report. -8- 19D-17 CITY OF SANTA ANA, CALIFORNIA AIR QUALITY IMPROVEMENT SPECIAL REVENUE FUND NOTES TO FINANCIAL STATEMENTS (CONTINUED) June 30, 2017 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED): F. Estimates: The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that effect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. 3. CASH AND INVESTMENTS: AQMD's cash and investments balances are pooled with various other City funds for deposit and investment purposes. Each fund's share of the pooled cash account is separately accounted for, and investment income is apportioned to the participating funds based on the relationship of their average daily balances to the total of the pooled cash and investments. Information regarding the credit risk and authorized types of deposits and investments in the City's pooled cash and investments is included in the City's Comprehensive Annual Financial Report. This report can be obtained from the City of Santa Ana. 4. AB 2766 BIENNIAL AUDIT AND QUESTIONED COSTS: Health and Safety Code Section 44244.1 stipulate that each recipient of AB 2766 funds be subject to an audit at least once every two years by an independent auditor selected by the SCAQMD. The most recent AB 2766 audit resulted in no questioned costs. 5. SUBSEQUENT EVENTS: The City has evaluated events subsequent to June 30, 2017 to assess the need for potential recognition or disclosure in the financial statements. Such events were evaluated through December 12, 2017, the date the financial statements were available to be issued. Based upon this evaluation, it was determined that no subsequent events occurred that require recognition or additional disclosure in the notes to financial statements. -9- 19D-18 REQUIRED SUPPLEMENTARY INFORMATION -10- 19D-19 CITY OF SANTA ANA, CALIFORNIA AIR QUALITY IMPROVEMENT FUND STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE - BUDGET AND ACTUAL For the year ended June 30, 2017 REVENUES: Motor vehicle fees Grant reimbursement Investment income Miscellaneous TOTAL REVENUES EXPENDITURES: Direct program Administrative TOTAL EXPENDITURES EXCESS OF REVENUES OVER EXPENDITURES FUND BALANCE, BEGINNING OF YEAR FUND BALANCE, END OF YEAR Variance with Final Budget Budgeted Amounts Positive Original Final Actual (Negative) $ 1,229,500 $ 1,229,500 $ 552,628 $ (676,872) - - 285,000 285,000 300 300 8,353 8,053 1,850 1,850 2,900 1,050 1,231,650 1,231,650 848,881 (382,769) 1,816,440 1,816,440 245,434 1,571,006 22,110 22,110 7,529 14,581 1,838,550 1,838,550 252,963 1,585,587 (606,900) (606,900) 595,918 1,202,818 617,510 617,510 617,510 $ 10,610 $ 10,610 $ 1,213,428 $ 1,202,818 See accompanying notes to financial statements. -11- 19D-20 INDEPENDENT AUDITORS' REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING AND ON COMPLIANCE AND OTHER MATTERS BASED ON AN AUDIT OF FINANCIAL STATEMENTS PERFORMED IN ACCORDANCE WITH GOVERNMENT AUDITING STANDARDS The Honorable Mayor and Members of the City Council of the City of Santa Ana Santa Ana, California We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, the financial statements of the Air Quality Improvement Fund (AQMD) of the City of Santa Ana, California (the City), as of and for the year ended June 30, 2017, and the related notes to financial statements, which collectively comprise the AQMD's basic financial statements, and have issued our report thereon dated December 12, 2017. Our report includes an emphasis of matter indicating that the financial statements present only the AQMD, and do not purport to, and do not, present fairly the financial position of the City as of June 30, 2017 and the changes in its financial position for the year then ended, in accordance with accounting principles generally accepted in the United States of America. Internal Control over Financial Reporting In planning and performing our audit, we considered the City's internal control over financial reporting of the AQMD (internal control) to determine the audit procedures that are appropriate in the circumstances for the purpose of expressing our opinion on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the City's internal control. Accordingly, we do not express an opinion on the effectiveness of the City's internal control. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of the AQMD's financial statements will not be prevented, or detected and corrected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance. -12- 2875 Michelle Drive, Suite 300, Irvine, CA 92606 • Tel: 714.978.1300 • Fax: 714.978.7893 Offimr located l %)a2-lrn Diego Counties Internal Control over Financial Reporting (Continued) Our consideration of internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses or, significant deficiencies. Given these limitations, during our audit we did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified. Compliance and Other Matters As part of obtaining reasonable assurance about whether the Air Quality Improvement Special Revenue Fund of the City of Santa Ana, California's financial statements are free from material misstatement, we performed tests of its compliance with applicable provisions of Assembly Bill 2766 (AB2766), Chapter 1705 (Health and Safety Code Sections 44220 through 44247), and certain provisions of laws, regulations, contracts, and grant agreements, noncompliance with which could have a direct and material effect on the determination of the AQMD's financial statement amounts. However, providing an opinion on compliance with those provisions was not an objective of our audit and, accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. Purpose of this Report The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the City's internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the City's internal control and compliance. Accordingly, this communication is not suitable for any other purpose. Irvine, California December 12, 2017 -13- 19D-22 EXHIBIT 3 CITY OF SANTA ANA, CALIFORNIA APPROPRIATIONS LIMIT WORKSHEET NO.6 WITH INDEPENDENT ACCOUNTANTS' REPORT ON AGREED-UPON PROCEDURES APPLIED TO APPROPRIATIONS LIMIT WORKSHEET FOR THE YEAR ENDED NNE 30, 2017 19D-23 INDEPENDENT ACCOUNTANTS'REPORT ON AGREED-UPON PROCEDURES APPLIED TO APPROPRIATIONS LIMIT WORKSHEET To the Honorable Mayor and Members of the City Council of the City of Santa Ana Santa Ana, California We have performed the procedures enumerated below to the accompanying Appropriations Limit Worksheet No. 6 of the City of Santa Ana, California for the year ended June 30, 2017. These procedures, which were agreed to by the City of Santa Ana, California and the League of California Cities (as presented in the League publication entitled "Article XIII -B Appropriations Limit Uniform Guidelines") were performed solely to assist the City of Santa Ana, California in meeting the requirements of Section 1.5 of Article XIIIB of the California Constitution. The City of Santa Ana's management is responsible for the Appropriations Limit Worksheet No. 6. This agreed-upon procedures engagement was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. The sufficiency of the procedures is solely the responsibility of those parties specified in this report. Consequently, we make no representation regarding the sufficiency of the procedures described below either for the purpose for which this report has been requested or for any other purpose. The procedures performed and our findings were as follows: We obtained the completed Worksheet No. 6 for the year ended June 30, 2017, and compared the limit and annual adjustment factors included in that worksheet to the limit and annual adjustment factors that were adopted by resolution of the City Council. We also compared the population and inflation options included in the aforementioned worksheet to those that were selected by a recorded vote of the City Council. No exceptions were noted as a result of our performing this procedure. 2. For the accompanying Appropriations Limit Worksheet No. 6, we added last year's limit to the total adjustments, and compared the resulting amount to this year's limit. We also recalculated the adjustment factor and the adjustment for inflation and population, and compared the results to the amounts on Worksheet No. 6. No exceptions were noted as a result of our performing this procedure. -1- 2875 Michelle Drive, Suite 300, Irvine, CA 92606 • Tel: 714.978.1300 • Fax: 714.978.7893 Ofiz, located lWauR�S'Ir Diego Counties 3. We compared the prior year appropriations limit presented in the accompanying Appropriations Limit Worksheet No. 6 to the prior year appropriations limit adopted by the City Council for the prior year. No exceptions were noted as a result of our performing this procedure. We were not engaged to, and did not, perform an audit, the objective of which would be the expression of an opinion on the accompanying Appropriations Limit Worksheet No. 6. Accordingly, we do not express such an opinion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you. No procedures have been performed with respect to the determination of the appropriation limit for the base year, as defined by the League publication entitled "Article XIII -B Appropriations Limit Uniform Guidelines." This report is intended solely for the information and use of the City Council and management of the City of Santa Ana, California and is not intended to be, and should not be, used by anyone other than these specified parties. 7 iso ./I ue--, zz,,O Irvine, California December 12, 2017 -2- 19D-25 CITY OF SANTA ANA APPROPRIATIONS LIMIT WORKSHEET NO. 6 For the year ended June 30, 2017 Appropriations limit for fiscal year ended June 30, 2016 (see Note 2) Adjustment factors for the fiscal year ended June 30, 2017 (see Note 2): Inflation Population Factor Factor Combined (Note 3) (Note 4) Factor 1.0537 1.0099 1.0641 Adjustment for inflation and population Other adjustments (Note 5) Total adjustments Appropriations limit for fiscal year ended June 30, 2017 See accompanying notes to Appropriations Limit Worksheet No. 6. -3- 19D-26 $ 937,202,781 x 0.0641 60,074,698 60.074.698 997.277.479 f CITY OF SANTAANA NOTES TO APPROPRIATIONS LIMIT WORKSHEET NO. 6 For the year ended June 30, 2017 1. PURPOSE OF LIMITED PROCEDURES REVIEW: Under Article XIIIB of the California Constitution (the Gann Spending Limitation Initiative), California governmental agencies are restricted as to the amount of annual appropriations from proceeds of taxes. Effective for years beginning on or after July 1, 1990, under Section 1.5 of Article XIIIB, the annual calculation of the appropriations limit is subject to a limited procedures review in connection with the annual audit. 2. METHOD OF CALCULATION: Under Section 10.5 of Article XIIIB, for fiscal years beginning on or after July 1, 1990, the appropriations limit is required to be calculated based on the limit for the fiscal year 1986-87, adjusted for the inflation and population factors discussed at Notes 3 and 4 below. 3. INFLATION FACTORS: A California governmental agency may adjust its appropriations limit by either the annual percentage change in the 4' quarter per capita personal income (which percentages are supplied by the State Department of Finance), or the percentage change in the local assessment roll from the preceding year due to the change of local nonresidential construction. The factor adopted by the City of Santa Ana, California (the City) for fiscal year 2016-2017 represents the annual percentage change in the 4' quarter for per capita personal income. 4. POPULATION FACTORS: A California governmental agency may adjust its appropriations limit by either the annual percentage change of the jurisdiction's own population, or the annual percentage change in population in the County where the jurisdiction is located. The factor adopted by the City for fiscal year 2016-2017 represents the annual percentage change in population in the County in which the City is located. 5. OTHER ADJUSTMENTS: A California government agency may be required to adjust its appropriations limit when certain events occur, such as the transfer of responsibility for municipal services to, or from, another government agency or private entity. The City had no such adjustments for the year ended June 30, 2017. -4- 19D-27 19D-28 INDEPENDENT ACCOUNTANTS'REPORT ON APPLYING AGREED-UPON PROCEDURES To the Honorable City Council of the City of Santa Ana Santa Ana, California We have performed the procedures enumerated below, which were agreed to by the City of Santa Ana, California (the City), solely to assist the City in determining whether the City's investment activities are in compliance with the City's Statement of Investment Policy (the Policy) and the California Government Code, §53600, et al. (the Code) for the quarter ended June 30, 2017. The City's management is responsible for the compliance with the Policy and the Code and for selecting the criteria and determining that such criteria are appropriate for your purposes. This agreed-upon procedures engagement was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. The sufficiency of these procedures is solely the responsibility of the City's management. Consequently, we make no representation regarding the sufficiency of the procedures described below either for the purpose for which this report has been requested or for any other purpose. Our procedures and findings were as follows 1. We obtained a copy of the City's Quarterly Investment Report for the quarter ended June 2017 and compared the investments listed in the report to the types of investments authorized by the Policy for fiscal year 2016/2017. Finding: No exceptions were noted as a result of our performing this procedure. 2. We compared the investments listed on the City's Quarterly Investment Report for the quarter ended June 2017 to the type of investments authorized by the Code. Finding: No exceptions were noted as a result of our performing this procedure. We ensured that the maturities of investments listed in the City's Quarterly Investment Report for the quarter ended June 2017 were in compliance with the Policy. Finding: No exceptions were noted as a result of our performing this procedure. -1- 2875 Michelle Drive, Suite 300, Irvine, CA 92606 • Tel: 714.978.1300 • Fax: 714.978.7893 offices local90,zP29San Diego Counties 19D-30 4. We reviewed the City's Quarterly Investment Report for the quarter ended June 2017 to ascertain it contained the information/data required by Government Code Section 53646 and met the timing requirements of Government Code Section 53646, as follows: a. Included the type of investment, issuer, date of maturity, par and dollar amount invested on all securities, investments and monies held by the City. b. Included those funds under management of contracted parties (fiscal agents, trustees, etc.). c. Included market value (and source) as of the date of the report for all securities held by the City or under management of any outside party that was not also a local agency or the State of California Local Agency Investment Fund. d. Stated compliance of the portfolio to the Policy of the City. e. Included a statement addressing the ability of the City to meet the pool's expenditure requirements for the next six months. Finding: No exceptions were noted as a result of our performing this procedure. 5. We compared the investments listed in the City's Quarterly Investment Report for the quarter ended June 2017 to the prohibited investments listed in the Code. Finding: No exceptions were noted as a result of our performing this procedure. 6. We reviewed the City's Quarterly Investment Report submission evidence documentation for the quarter ended June 2017 and ascertained whether a quarterly basis report was submitted within 30 days following the end of the quarter. Finding: No exceptions were noted as a result of our performing this procedure. We were not engaged to, and did not, conduct an audit, the objective of which would be the expression of an opinion on the compliance with the Policy. Accordingly, we do not express such an opinion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you. This report is intended solely for the information and use of the City Council and management of the City, and is not intended to be, and should not be, used by anyone other than those specified parties. � 7&JwJ A;,11� �� Z/P Irvine, California December 12, 2017 -2- 19D-31 19D-32 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JANAURY 16, 2018 TITLE: STRATEGIC PLAN MONTHLY REPORT FOR DECEMBER 2017 (STRATEGIC PLAN NO. 5, 1) �I,,/li 4 C�GER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1a' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Receive and file the Strategic Plan Monthly Report for December 2017. DISCUSSION The December 2017 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. The Strategic Plan Monthly Reports are available on the City's website at: http://www.santa-ana.org/strategic-planning/ STRATEGIC PLAN ALIGNMENT 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. 19E-1 19E-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JANUARY 16, 2018 TITLE: QUARTERLY REPORT OF CONTRACTS VALUED AT $25,000 OR LESS ENTERED INTO BY THE CITY MANAGER AS PERMITTED BY CHARTER SECTION 421 (STRATEGIC PLAN NO. 4, 1) CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 15'Reading ❑ Ordinance on 2ndReading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO I� FILE NUMBER Citt MANAGER RECOMMENDED ACTION Receive and file the Quarterly Report of Contracts entered into between October 1, 2017 to December 31, 2017 valued at $25,000 and less. DISCUSSION On November 7, 2006, the voters approved a Charter Amendment increasing the authority of the City Manager to enter into contracts and agreements up to a value of $25,000. Section 421 of the Charter requires the City Manager to report to the City Council quarterly on the contracts entered into under his authority for informational purposes. The report is required to include the names of contractors and the amounts of each contract. Exhibit 1 is a listing of all purchase orders and agreements entered into between October 1, 2017 to December 31, 2017, valued at amounts between $500 and $25,000. Unless included under a blanket contract, the City as a general rule does not purchase goods or services valued at under $500 through either a purchase order or an agreement. Purchase orders and service agreements valued at greater than $25,000 require approval by City Council. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's effort 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. Exhibit: 1. 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Authorized a one-time purchase and payment of purchase order to GameTime to provide playground equipment at Chepa's Park in an amount not to exceed $30,559.88, which includes a 10% contingency, subject to non -substantive changes approved by the City Manager and City Attorney. 2. Approve an appropriation adjustment recognizing District 2 Acquisition and Development revenue from prior years in the amount of $75,000 in the Residential Development District 2 revenue account (no. 31213002 50001) and appropriating funds to the Residential Development District 2 expenditure account (no. 31213260 66220). DISCUSSION The California Park & Recreation Society (CPRS) partnered with PlayCore and GameTime to promote play and health across California in an effort to report community outcomes. Through the support of GameTime, matching Action Grant funding was provided to selected winners to assist them with completing park projects designed to promote and serve as National Demonstration Sites. This funding opportunity was ideal for projects that were partially funded, wished to apply research -based practices, and/or hope to expand fully funded projects. Candidates from across the state submitted applications and essays outlining their community's health and wellness initiatives and specifically share how they planned to utilize the new play destination to help reach their goals. The City of Santa Ana, Parks, Recreation and Community Services Agency (PRCSA) applied to CPRS and was selected. As an award, GameTime will subsidize the cost of the new equipment by 50%, which will save the City approximately $21,000. PRCSA will replace outdated equipment with new playground equipment at Chepa's Park. The installation of the equipment will be done 20A-1 Contract with GameTime and Appropriation Adjustment January 16, 2018 Page 2 by volunteers with support from City Staff. In addition to the new equipment, the City will install new rubberized flooring. Installation of the flooring is planned to immediately follow the equipment installation and expected to last about two days at which time the playground will not be available until the flooring installation is complete. 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 B (Equitably maintain existing streets and associated assets in a state of good repair so they are clean, safe and aesthetically pleasing for all users). FISCAL IMPACT An appropriation adjustment to recognize prior year revenue and appropriations to the respective accounts and fiscal year is shown below. Accountin4 Unit FY 17/18 Revenue Residential Development District 2 revenue account (no. 31213002 50001) $75,000 Expenditure Residential Development District 2 expenditure account (no. 31213260 66220) $75,000 These funds will be used to fund the purchase of equipment, rubberized flooring and additional costs associated to the project. Any remaining funds will return to the appropriate account to be used for future projects. Gerardo ouet Executive Direc or Parks, Recreation and Community Services Agency APPROVED AS TO FUNDS AND ACCOUNTS e� Israncisco Gu` 6rrez Executive Director Finance and Management Services Agency 20A-2 REQUEST FOR COUNCIL ACTION A A 81611LCiIW6I#171ZICIAT " JANUARY 16, 2018 TITLE: APPROVE AN AGREEMENT AMENDMENT WITH SANTA ANA UNIFIED SCHOOL DISTRICT FOR REIMBURSEMENT OF CONSTRUCTION COST FOR ROOSEVELT/WALKER SITE AND APPROPRIATION ADJUSTMENT TO RECOGNIZE AND APPROPRIATE PRIOR YEAR REVENUE {STRATEGIC PLAN NO. 5, 4A} I CIT OANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' 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 reimbursement agreement with Santa Ana Unified School District for the reimbursement of construction costs of the Roosevelt/Walker site improvements by increasing the amount of park acquisition & development funds provided by $400,000, for a total amount of $7,917,509, subject to non -substantive changes approved by the City Manager and City Attorney. 2. Approve an appropriation adjustment for FY 17/18 to recognize $350,000 from prior year fund balance and appropriate $277,420 into Residential Development District 2 and $72,580 into Residential Development District 3. The remaining $50,000 has already been appropriated in the FY 17/18 City Budget. DISCUSSION On June 20, 2011 City Council adopted a resolution authorizing staff to apply for a Proposition 84 "Safe Drinking Water, Water Quality and Supply, Flood Control, River and Coastal Protection Bond Act" grant. The City was awarded the grant in the amount of $5 million to develop park improvements at Roosevelt Elementary School. Improvements will'- include a 10,000 sq. ft. Community Center, play equipment area, lighted basketball court, lighted parking lot, security lighting, running track, synthetic turf sports field, sports lighting, decomposed granite running track, fencing, landscaping, and site improvements. The joint use agreement will allow the public to access the center, play equipment area and basketball court during school hours and the running track and field after school hours. The grant requires the City to enter into a 30 year Joint -Use Agreement with the Santa Ana Unified School District (SAUSD). 20B-1 Agreement Amendments with Santa Ana Unified School District for Reimbursement of Construction Costs for Roosevelt/Walker Site January 16, 2018 Page 2 On November 1, 2016 the SAUSD opened bids with a lowest responsive bidder price of $6,300,000. As of December 6, 2016, the reimbursement agreement with SAUSD was for $7,517,509. This amount exceeded the $4,930,000 of Proposition 84 funds available (total amount of Proposition 84 funds is $5,000,000, but $70,000 was set aside for City design/engineering costs) by $2,587,509. The City used Community Development Block Grant funds in the amount of $2,089,261 and Park Acquisition and Development funds in the amount of $498,248 to complete the project. Additional funding is expected to be needed to finish the landscape for the site. City staff is requesting to add $400,000 in Park Acquisition and Development Funds to the contingency to cover the remaining work. Any unused amount will return to the Park Acquisition and Development Fund. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #4 (Support neighborhood vitality and livability), Strategy A (Support the design and construction of parks to provide increased open space and opportunities for recreation throughout the city, construct the Roosevelt Walker Park and Community Center, and develop concepts and proposals for the Library Park in the Civic Center and Centennial Santa Ana River Eco -Park). FISCAL IMPACT An appropriation adjustment to recognize prior year fund balances and appropriations to the respective accounts and fiscal year is shown below. Accounting Unit FY 17/18 Revenue District 2-Acq. and Dev.-Prior Year Carry Forward -(no. 31213002-50001) $277,420 District 3-Acq. and Dev.-Prior Year Carry Forward -(no. 31313002-50001) $ 72,580 Expenditure Residential Development District 2 (no. 31213260-69135) $277,420 Residential Development District 3 (no. 31313260-69135) $ 72,580 As mentioned, the remaining $50,000 for the $400,000 increase in contingency has already been appropriated in the FY 17/18 City Budget, but will be reallocated from balances remaining in recently completed projects. 20B-2 Agreement Amendments with Santa Ana Unified School District for Reimbursement of Construction Costs for Roosevelt/Walker Site January 16, 2018 Page 3 Gerardo Mouet Executive Director Parks, Recreation and Community Services Agency Exhibit 1 — Agreement Amendment APPROVED TO FUNDS AND ACCOUNTS: Executive Director S Finance and Management Services Agency r�- SECOND AMENDMENT TO AGREEMENT BETWEEN THE CITY OF SANTA ANA AND SANTA ANA UNIFIED SCHOOL DISTRICT REGARDING REIMBURSEMENT OF CONSTRUCTION COSTS FORROOSEVELT-WALKER ELEMENTARY SCHOOL INCORPORATING PROP. 84 GRANT AND CDBG REQUIREMENTS THIS SECOND AMENDMENT to the above -referenced agreement is entered into on January 16, 2018 by and between the City of Santa Ana, a charter city and municipal corporation ("City") and the Santa Ana Unified.School District; a public school district ("District"). RECITALS A. On March 18, 2013, the City entered into Reimbursement Agreement #A-2013-043 ("said Agreement") with the District regarding the reimbursement of design and construction costs for improvement of the multi-purpose sports and recreation facilities (the "Facilities") at Roosevelt -Walker Elementary School (the "Project") in an amount not to exceed $4,930,000. B. The parties subsequently entered into a First Amendment to the Agreement (#A-2016-343) on December 6, 2016 to increase the funding for the Project and amend said Agreement to include the expenditure of CDBG funds in accordance with Title 24, Part 570 of Code of Federal Regulations (24 CFR 570.000), et seq., to pay for design and construction of the Project. Pursuant to the First Amendment, the City agreed to reimburse the District for preconstruction costs including design costs and constructions costs in an amount not to exceed $7,517,509,$2,089,261 in CDBG funds, $223,248 in A&D District 2 available funds and $275,000 in A&D District 3 available funds. C. In accordance with the terms and conditions of the Agreement, the parties wish to further amend the Agreement to increase funding from the City as to A&D Districts 2 and 3. Now, therefore, in consideration of the mutual and respective promises, and subject to the terms and conditions of said Agreement, except those amended in the First Amendment to the Agreement, and except as herein modified, the parties agree as follows: Section 2, subsection b, shall amend the A&D funds to add a total of $400,000.-$277,420 will be added to the funds from the City for A&D District 2 for a total not to exceed amount of $500,668. $122,580 will be added to the A&D District 3 funds from the City for a total not to exceed amount of $397,580. The total reimbursement amount shall be. amended to reflect the $400,000 increase for said Agreement not to exceed amount of $7,917509:00: Except as hereinabove modified in this Second Amendment, the terms of said Agreement and First Amendment shall remain in full force and effect. In the event of any conflict between the terms of this Second Amendment and the terms of said Agreement and First Amendment, the terms of this Second Amendment shall control. ITER IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to the Agreement on the date and year first written above. ATTEST MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM CITY OF SANTA ANA SONIA R. CARVALHO City Attorney By:,-CLlutLy A. Run" - LAURA A. ROSSINI Senior Assistant City Attorney RECOMMENDED FOR APPROVAL: CITY OF SANTA ANA RAUL GODINEZ II City Manager SANTA ANA UNIFIED SCHOOL DISTRICT: Name: Title: GERARDO MOUET Executive Director, Parks, Recreation and Community Services Agency REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JANUARY 16, 2018 TITLE: APPROPRIATION ADJUSTMENT AND AMENDED AND RESTATED EXCLUSIVE NEGOTIATION AGREEMENT AND AMENDED REIMBURSEMENT AGREEMENT WITH CARIBOU INDUSTRIES FOR THE THIRD STREET AND BROADWAY DEVELOPMENT (STRATEGIC PLAN NO. 3,5A) RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: T15-TZT*0_M ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and the Clerk of the Council to execute an amended and restated Exclusive Negotiation Agreement (ENA) (Exhibit 1) and an amended Reimbursement Agreement (Exhibit 2) with Caribou Industries for the Third and Broadway development, subject to non -substantive changes approved by the City Manager and City Attorney. 2. Approve an appropriation adjustment recognizing $100,000 in Miscellaneous Revenue Expense Reimbursement account (no. 01102002-57000) and appropriate the same amount to the Community Development Agency's Economic Development Contract Services expenditure account (no. 01118810-62300) for the reimbursement agreement with Caribou Industries. DISCUSSION On September 16, 2014, the City Council directed the Planning and Building Agency (PBA) to release a Request for Qualifications (RFQ) for the Third and Broadway Development Project. The, RFQ outlined several project components desired by the City Council. Among the components of the new project was a desire to include a hotel/hospitality component. Five proposals were received and only the Caribou Industries Inc. proposal included a hotel. On March 21, 2017, the City Council authorized the City Manager and Clerk of the Council to enter into an Exclusive Negotiation Agreement (ENA) with Caribou Industries for the Third and Broadway project pursue negotiations. To assist with the negotiations, the City entered into a contract with consultant Lisa Stipkovich to lead negotiations for the City and identify transaction business terms. Since August 2017, Ms. Stipkovich and City staff have met regularly with Caribou Industries to finalize the proposed project business terms. 20C-1 Amended and Restated ENA with Caribou January 16, 2018 Page 2 During negotiations, it was mutually determined that several developer deliverables described in the original Exclusive Negotiation Agreement (ENA) (such as submittal of a complete development application and provision of a written commitment from a recognized hotel chain) were not attainable at this point in the negotiation process. Staff and Caribou agreed that an ENA incorporating modified business terms should be prepared and presented for City Council consideration. Kosmont Companies, a land economics consulting firm, was retained to provide a financial feasibility analysis of the Caribou proposal. In their analysis, Kosmont has validated that the proposed project, which requires the demolition of the current parking structure and replacement of 253 public spaces and the reconnection of Sycamore Street, has a significant financial gap and a subsidy is required. Below is a summary of the proposed transaction business terms. Summary of Proposed Business Terms Proposed Project: Land Use: Mixed Use Residential units: 160 apartments with 160 dedicated parking spaces Office: 3,449 sq. ft. Retail: 11,066 sq. ft. Food and beverage: 4,309 sq. ft. Public Parking: 253 spaces Hotel: 106 keys with 99 stacker parking spaces City Responsibilities The City will fund the costs for public improvements to ready the site for development. This will include the demolition of the existing parking structure, preparation of the site for development, the construction of Sycamore Street reconnection and construction of 253 public parking spaces to replace the existing parking currently provided at the 3rd and Broadway parking structure. The estimated cost for public improvements is $7 million for the construction of the 253 public parking spaces and $6 million for the additional public improvements. The estimated debt service (at an interest rate of 4%) for the public improvements would be $750,000 per year for 30 years. Developer Responsibilities The developer's obligations for the project include providing funding to finance the over $100 million dollar development project, processing all entitlements, construction of the public improvements, designing and operating a boutique hotel, and managing and operating the public parking for the project. The developer will guarantee that the anticipated revenues from the parking will cover the City's annual debt service of $750,000. There will be no out of pocket costs to the City. ENA Extension and Next Steps The ENA extends the term of the negotiation period to July 31, 2018. During this time, in addition to negotiating more detailed business terms, the Developer will also apply for and process an application for land use entitlements, including CEQA review. 20Ci-2 Amended and Restated ENA with Caribou January 16, 2018 Page 3 The next step in the process will be to prepare and present a Disposition and Development Agreement (DDA) with more detailed business terms to City Council for consideration in mid - 2018. The DDA will further describe the terms of the transaction, including a schedule of completion with milestones for the developer to achieve. The City will not convey the site until the developer has met all obligations defined in the DDA, obtained all approved permits and entitlements, and provided proof of financing for construction of the project. Reimbursement Agreement In April 2017, the City entered into a reimbursement agreement with Caribou Industries for costs associated with the negotiation and execution of a DDA, such as expenses for engineers, architects, financial consultants, legal, planning and other consultants and contractors retained by the City. Staff is proposing to increase the maximum reimbursement from $50,000 to $100,000. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #3 (Economic Development), Objective #5 (Leverage private investment that results in tax base expansion and job creation citywide), Strategy A (Identify and market underutilized properties for new development that will create new jobs and expand the City's tax base). FISCAL IMPACT Caribou Industries agreed to reimburse the City for all eligible expenses incurred related to the original exclusive negotiation agreement and a reimbursement agreement was executed in April 2017. Caribou agreed to reimburse the City up to $50,000 for consulting services related to this project, such as those provided by Lisa Stipkovich and Kosmont Companies. The City has and will pay both consultants for services provided from the Economic Development, Contract Services account (no. 01118810-62300). Approval of the appropriation adjustment and the amended reimbursement agreement will recognize $100,000 in the Miscellaneous Revenue Expense Reimbursement account (no. 01102002-57000) and appropriate the same amount to the Community Development Agency's Economic Development Contract Services expenditure account (no. 01118810-62300) in FY 2017-18. Robert M. Zur Scl mi dkj Interim Executive DtKector Community Development Agency APPRO ED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez po Executive Director Finance and Management Services Agency Exhibit: 1. Amended and Restated ENA 2. Amended Reimbursement Agreement with Caribou 20C-3 20C-4 SECOND AMENDED AND RESTATED EXCLUSIVE NEGOTIATION AGREEMENT This Second Amended and Restated Exclusive Negotiation Agreement ("Agreement") is dated 1061111 , 2018, for reference purposes only, and is entered into by and among the CITY OF SANTA ANA, a California charter city in the County of Orange of the State of California ("City"), and CARIBOU INDUSTRIES, INC., a Nevada Corporation ("Developer"), in order to provide a specified period of time to attempt to negotiate a disposition and development agreement ("DDA"). City and Developer are sometimes referred to in this Agreement individually, as a "Party" and, collectively, as the "Parties." This Agreement is entered into by the Parties with reference to the following recited facts (each, a "Recital"): RECITALS WHEREAS, the intent of the Parties in entering into this Agreement is to establish a specific, limited period of time to negotiate regarding a future agreement among them governing the potential acquisition and development of certain real property, subject to mutually agreeable terms, conditions, covenants, restrictions and agreements to be negotiated and documented in a future DDA; and WHEREAS, the property contemplated is located at 201 West Third Street, Santa Ana, California 92701 (APN 398-264-13) ("Property"); and WHEREAS, City owns the Property; and WHEREAS, the Property is more particularly described in the legal description attached to this Agreement as Exhibit "A' and incorporated into this Agreement by this reference; and WHEREAS, Developer proposes to develop a mixed use project, including a hotel, commercial, retail, residential, and public parking, on the Property ("Project"); and WHEREAS, the Parties now agree to enter into this Agreement for the purpose of further planning and evaluating the feasibility of the proposed Project, including farther negotiation of deal points and environmental review of the projects in preparation for the DDA; and WHEREAS, the Developer has represented its willingness and ability to undertake certain studies, plans and other activities necessary to define the scope of development and determine the feasibility of the Project on the Property and that such plans and other information to be prepared during the course of this Agreement shall serve as the basis for entering into a DDA among City and Developer; and WHEREAS, City is willing to continue the period of exclusive negotiations with Developer concerning Developer's potential development of the Project, subject to the terns and conditions of this Agreement. Exhibit 1 20C-5 NOW, THEREFORE, IN VIEW OF THE GOALS AND OBJECTIVES OF THE PARTIES RELATING TO THE PROJECT AND THE COVENANTS AND PROMISES OF THE CITY AND THE DEVELOPER SET FORTH IN THIS AGREEMENT, THE CITY AND THE DEVELOPER AGREE AS FOLLOWS: 1. Incorporation of Recitals. The Recitals of fact set forth above are true and correct and are incorporated into this Agreement, in their entirety, by this reference. 2. Term of Agreement. (a) The rights and duties of the City and the Developer established by this Agreement shall commence on the first date on which all of the following have occurred ("Effective Date': (1) execution of this Agreement by the authorized representative(s) of the Developer and delivery of such executed Agreement to the City, and (2) approval of this Agreement by the City's execution of this Agreement by its respective authorized representatives and delivery of such executed Agreement to the Developer. The City shall deliver a fully executed counterpart original of this Agreement to the Developer, within ten (10) calendar days after the governing bodies of the City have approved this Agreement, and their. authorized representatives have executed this Agreement. This Agreement shall continue in effect until July 31, 2018 ("Negotiation Period"), subject to the limitations of Section 2(b). (b) Upon the Effective Date, the City and Developer shall proceed with continued negotiations according to the Schedule of Performance outlined in Exhibit `B" attached herewith and incorporated herein by reference. (c) The Negotiation Period may be extended upon the mutual written agreement of the CityManager and the Developer for up to three (3) additional ninety (90) calendar day periods, as needed to complete the DDA negotiations and environmental review of the Project. (d) This Agreement shall automatically expire and be of no further force or effect at the end of the Negotiation Period (as may be extended pursuant to the terms of this Agreement), unless, prior to that time, the City and the Developer approve and execute a separate DDA acceptable to the two Parties, in their respective sole and absolute discretion, in which case this Agreement will terminate on the effective date of such DDA, Negotiation of DDA. (a) During the Negotiation Period, the Parties shall negotiate diligently and in good faith to negotiate a DDA among them. The Parties shall generally cooperate with each other and supply such documents and information as may be reasonably requested by the other to facilitate the conduct of the negotiations. The Parties shall exercise reasonable efforts to complete discussions relating to the terms and conditions of a DDA and such other matters, as may be mutually acceptable to the Parties, in their respective sole discretion. The deal points attached hereto as Exhibit "C" and incorporated herein by reference shall form the basis for the DDA negotiations. However, the exact terms and conditions of a DDA, if any, shall be determined during the course of these continued negotiations. 20C-6 (b) Nothing in this Agreement shall be interpreted or construed to be a representation or agreement by either the City or the Developer that a mutually acceptable DDA will be produced from negotiations under this Agreement. Nothing in this Agreement shall impose any obligation on either Party to agree to a definitive DDA in the future. Nothing in this Agreement shall be interpreted or construed to be a guaranty, warranty or representation that any proposed DDA that may be negotiated by City staff and the Developer will be approved by the governing bodies of the City. The Developer acknowledges and agrees that the City's considerations of any DDA is subject to the sole and absolute discretion of their City Council and all legally required public hearings, public meetings, notices, factual findings and other determinations required by law. (c) During the Negotiation Period, the Parties shall diligently review and comment on drafts of a DDA prepared by the City Attorney, and if the terms and conditions of such a DDA are agreed upon among the City staff and the Developer, Developer shall submit the DDA fully executed by the authorized representative(s) of the Developer to the City Manager for submission to City Council for review and approval or disapproval. Any future DDA shall consist of terms and conditions acceptable to the Developer and the City Council of the City, in their respective sole and absolute discretion. 4. Environmental Review and CEQA Compliance. During the Negotiation Period, all required environmental review of the Project, including full and complete compliance with the California Environmental Quality Act (CEQA), must be completed and brought to the City Council for review, approval, and certification, prior to, or concurrently with, any request for approval of a DDA for the Project. 5. Restrictions Against Change in Ownership, Management and Control of Developer and Assignment of Agreement. (a) The qualifications and identity of the Developer and its principals are of particular concern to the City. It is because of these qualifications and identity that the City has entered into this Agreement with the Developer. During the Negotiation Period, no voluntary or involuntary successor -in -interest of the Developer shall acquire any rights or powers under this Agreement, unless an assignment is approved by the City in its sole and absolute discretion. (b) The Developer shall promptly notify the City in writing of any and all changes whatsoever in the identity of the business entities or individuals either comprising or in Control (as defined in Section 5(d)) of the Developer, as well as any and all changes in the interest or the degree of Control of the Developer by any such person, of which information the Developer or any of its shareholders, partners, members, directors, managers or officers are notified or may otherwise have knowledge or information. Upon the occurrence of any significant or material change, whether voluntary or involuntary, in ownership, management or Control of the Developer (other than such changes occasioned by the death or incapacity of any individual) that has not been approved by the City, prior to the time of such change, the City may terminate this Agreement, without liability to the Developer or any other person, by sending written notice of termination to the other Parties, referencing this Section 5(b). 20-G—% (c) Notwithstanding anything in this Agreement to the contrary, Developer may assign its rights under this Agreement to a joint venture partner, lender or other related company entity or an Affiliate (as defined in Section 5(d)), on the condition that such Affiliate expressly assumes all of the obligations of the Developer under this Agreement in a writing reasonably satisfactory to the City. (d) For the purposes of this Agreement, the term "Affiliate" means any person, directly or indirectly, controlling or controlled by or under common control with the Developer, whether by direct or indirect ownership of equity interests, by contract, or otherwise. For the purposes of this agreement, "Control" means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether by ownership of equity interests, by contract, or otherwise. 6. Developer to Pay All Costs and Expenses. All fees or expenses of engineers, architects, financial consultants, legal, planning or other consultants or contractors, retained by the Developer for any study, analysis, evaluation, report, schedule, estimate, environmental review, planning and/or design activities, drawings, specifications or other activity or matter relating to the Property or the Project or negotiation of a DDA that may be undertaken by the Developer during the Negotiation Period, pursuant to or in reliance upon this Agreement or in the Developer's discretion, regarding any matter relating to a DDA, the Property or the Project, shall be the sole responsibility of and undertaken at the sole cost and expense of the Developer and no such activity or matter shall be deemed to be undertaken for the benefit of, at the expense of or in reliance upon the City. The Developer shall also pay all fees, charges and costs, make all deposits and provide all bonds or other security associated with the submission to and processing by the City and all applications and other documents and information to be submitted to the City and by the Developer pursuant to this Agreement or otherwise associated with the Project. The City shall not be obligated to pay or reimburse any expenses, fees, charges or costs incurred by the Developer in pursuit of any study, analysis, evaluation, report, schedule, estimate, environmental review, planning and/or design activities, drawings, specifications or other activity or matter relating to the Property or the Project or negotiation of a DDA that may be undertaken by the Developer during the Negotiation Period, whether or not this Agreement is, eventually, terminated or extended or a DDA is entered into among the Parties, in the future. City Not To Negotiate With Others. (a) During the Negotiation Period, the City, and their respective staff shall not negotiate with any other person regarding the sale or development of the Property. The term "negotiate," as used in this Agreement, means and refers to engaging in any discussions with a person other than the Developer, regardless of how initiated, with respect to that person's development of the Property to the total or partial exclusion of the Developer from redeveloping the Property, without the Developer's written consent, subject to the provisions of Section 7(b) and further provided that they may receive and retain unsolicited offers regarding development of the Property, but shall not negotiate with the proponent of any such offer during the Negotiation Period. (b) Nothing in this Agreement shall limit, prevent, restrict or inhibit the City from providing any information in its possession or control that would customarily be furnished r i. to persons requesting information from the City concerning their respective goals, matters of a similar nature relating to development plans or as required by law to be disclosed, upon request or otherwise. 8. Acknowledgments and Reservations. (a) The Parties agree that, if this Agreement expires or is terminated for any reason, or a future DDA is not approved and executed by the Parties, for any reason, none of the Parties shall be under any obligation, nor have any liability to each other or any other person regarding the sale or other disposition of the Property or the development of the Project or the Property. (b) The Developer acknowledges and agrees that no provision of this Agreement shall be deemed to be an offer by the City, nor an acceptance by the City of any offer or proposal from the Developer for the City to convey any estate or interest in the Property to the Developer or for the City to provide any financial or other assistance to the Developer for development of the Property or execution of the Project. (c) The Developer acknowledges and agrees that the Developer has not acquired, nor will acquire, by virtue of the terms of this Agreement, any legal or equitable interest in real or personal property from the City. (d) Certain development standards and design controls for the Project may be established among the Parties, but it is understood and agreed among the Parties that the Project and the development of the Property must conform to all City, and other applicable governmental development, land use and architectural regulations and standards, as may be amended by the Project entitlements processed for the Property. Drawings, plans and specifications for the Project shall be subject to the approval of the City through the standard development application process for acquiring the real estate and entitlements within the Project. Nothing in this Agreement shall be considered approval of any plans or specifications for the Project or of the Project itself by the City. (e) The City reserves the right to reasonably obtain further information, data and commitments to ascertain the ability and capacity of the Developer to purchase, develop and operate the Property and/or the Project., The City shall maintain the confidentiality of financial information of the Developer to the extent allowed by law, as determined by the City Attorney. Notwithstanding the foregoing, if the City receives a request for documents related to this Agreement or the Project pursuant to the California Public Records Act (Govt. Code Section 6254 et. seq) or similar statute, and the City determine that the City has responsive documents, the City shall provide Developer notice not less than three (3) days prior to releasing the responsive documents to the requesting party. During this three (3) day period Developer may seek a court order prohibiting the release of the documents. Any litigation or costs associated with protecting documents from disclosure shall be bome solely by Developer. (f) The Developer expressly acknowledges and agrees that the City will not be bound by any statement, promise or representation made by their respective staff or representatives during the course of negotiations of a future DDA and. that the City shall only be legally bound 20-G-9 upon the approval of a complete DDA by the City Council, in their respective sole and absolute discretion, following one or more duly noticed public hearings, as required by law. 9. Nondiscrimination. The Developer shall not discriminate against nor segregate any person, or group of persons on account of race, color, creed, religion, sex, marital status, handicap, national origin or ancestry in undertaldng its obligations under this Agreement. 10. Limitation on Damages and Remedies. (a) THE PARTIES ACKNOWLEDGE THAT IT IS EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN THE AMOUNT OF DAMAGES THAT WOULD BE SUFFERED BY THE DEVELOPER UPON THE BREACH OF THIS AGREEMENT BY THE CITY. HAVING MADE DILIGENT BUT UNSUCCESSFUL ATTEMPTS TO ASCERTAIN THE ACTUAL DAMAGES THE DEVELOPER WOULD SUFFER UPON THE BREACH OF THIS AGREEMENT BY ANOTHER PARTY, THE PARTIES AGREE THAT A REASONABLE ESTIMATE OF THE DEVELOPER'S DAMAGES IN SUCH EVENT IS ONE HUNDRED THOUSAND DOLLARS ($100,000) (THE "LIQUIDATED DAMAGES AMOUNT"). THEREFORE, UPON THE BREACH OF THIS AGREEMENT BY THE CITY, THE BREACHING PARTY SHALL PAY THE LIQUIDATED DAMAGES AMOUNT TO THE DEVELOPER AND THIS AGREEMENT SHALL TERMINATE. RECEIPT OF THE LIQUIDATED DAMAGES AMOUNT SHALL BE THE DEVELOPER'S SOLE AND EXCLUSIVE REMEDY ARISING FROM ANY BREACH OF THIS AGREEMENT BY THE CITY. Initials of Authorized Ini ' s of Authorized Representative of City R presentative of Developer (b) THE PARTIES EACH ACKNOWLEDGE AND AGREE THAT THE CITY WOULD NOT HAVE ENTERED INTO THIS AGREEMENT, IF EITHER WERE TO BE LIABLE TO THE DEVELOPER FOR ANY MONETARY DAMAGES, MONETARY RECOVERY OR ANY REMEDY OTHER THAN TERMINATION OF THIS AGREEMENT AND PAYMENT OF THE LIQUIDATED DAMAGES AMOUNT. ACCORDINGLY, THE PARTIES AGREE THAT THE DEVELOPER'S SOLE AND EXCLUSIVE RIGHT AND REMEDY UPON THE BREACH OF THIS AGREEMENT BY THE CITY IS TO TERMINATE THIS AGREEMENT AND RECEIVE THE LIQUIDATED DAMAGES AMOUNT. (c) THE DEVELOPER ACKNOWLEDGES THAT IT IS AWARE OF THE MEANING AND LEGAL EFFECT OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. 200-10 (d) CALIFORNIA CIVIL CODE SECTION 1542 NOTWITHSTANDING, IT IS THE INTENTION OF THE DEVELOPER TO BE BOUND BY THE LIMITATION ON DAMAGES, RECOVERY AND REMEDIES SET FORTH IN THIS SECTION 12, AND THE DEVELOPER HEREBY RELEASES ANY AND ALL CLAIMS AGAINST THE CITY FOR MONETARY DAMAGES, MONETARY RECOVERY OR OTHER LEGAL OR EQUITABLE RELIEF RELATED TO ANY BREACH OF THIS AGREEMENT, EXCEPT RECEIPT OF THE LIQUIDATED DAMAGES AMOUNT, WHETHER OR NOT ANY SUCH RELEASED CLAIMS WERE KNOWN OR UNKNOWN TO THE DEVELOPER AS OF THE EFFECTIVE DATE OF THIS AGREEMENT. THE DEVELOPER SPECIFICALLY WAIVES THE BENEFITS OF CALIFORNIA CIVIL CODE SECTION 1542 AND ALL OTHER STATUTES AND JUDICIAL DECISIONS (WHETHER STATE OR FEDERAL) OF SIMILAR EFFECT WITH REGARD TO THE LIMITATIONS ON DAMAGES AND REMEDIES AND WAIVERS OF ANY SUCH DAMAGES AND REMEDIES CONTAINED IN THIS SECTION 12. (e) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN THE EVENT OF A BREACH BY DEVELOPER, DEVELOPER SHALL NOT BE LIABLE OR RESPONSIBLE TO CITY FOR ANY LOST OR FOREGONE TAX REVENUES, ECONOMIC OR COMMUNITY BENEFITS, FEES, CHARGES, OR ANY OTHER AMOUNT. THE PARTIES ACKNOWLEDGE THAT IT IS EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN THE AMOUNT OF DAMAGES THAT WOULD BE SUFFERED BY THE CITY UPON THE BREACH OF THIS AGREEMENT BY THE DEVELOPER. HAVING MADE DILIGENT BUT UNSUCCESSFUL ATTEMPTS TO ASCERTAIN THE ACTUAL DAMAGES THE CITY WOULD SUFFER UPON THE BREACH OF THIS AGREEMENT BY ANOTHER PARTY, THE PARTIES AGREE THAT A REASONABLE ESTIMATE OF THE CITY'S TOTAL DAMAGES IN SUCH EVENT IS THE LIQUIDATED DAMAGES AMOUNT. RECEIPT OF THE LIQUIDATED DAMAGES AMOUNT SHALL BE THE CITY SOLE AND EXCLUSIVE REMEDY ARISING FROM ANY BREACH OF THIS AGREEMENT BY THE DEVELOPER. NOTWITHSTANDING THE FOREGOING, IF DEVELOPER'S BREACH IS A FAILURE TO MAINTAIN THE INITIAL OR ADDITIONAL DEPOSIT REQUIRED BY THIS AGREEMENT, IN ADDITION TO THE LIQUIDATED DAMAGES DEVELOPER SHALL REIMBURSE THE CITY FOR THE ACTUAL INCURRED STAFF TIME AND THIRD PARTY CONSULTANT TIME EXPENDED ON THE PROJECT PRIOR TO THE DATE OF TERMINATION. Initials of Authorized Representative of City 11. Default. of Developer (a) Failure or delay by any Party to perform any material term or provision of this Agreement shall constitute a default under this Agreement. If the Party who is claimed to be in default by another Party cures, corrects or remedies the alleged default within fifteen (15) calendar days after receipt of written notice specifying such default, such Party shall not be in default under this Agreement. The notice and cure period provided in the immediately preceding sentence shall not, under any circumstances, extend the Negotiation Period. If there are less than 200-11 fifteen (15) days remaining in the Negotiation Period, the cure period allowed pursuant to this Section 13(a) shall be automatically reduced to the number of days remaining in the Negotiation Period. Nothing in this subparagraph (a) shall prohibit Developer from extending the Negotiation Period pursuant to Section 2. (b) The Party claiming that a default has occurred shall give written notice of default to the Party claimed to be in default, specifying the alleged default. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default. However, the injured Party shall have no right to exercise any remedy for a default under this Agreement without first delivering written notice of the default. (c) Any failure or delay by a Party in asserting any of its rights or remedies as to any default shall not operate as a waiver of any default or of any rights or remedies associated with a default. (d) If a default of any Party remains uncured for more than fifteen (15) calendar days following receipt of written notice of such default, a "breach" of this Agreement by the defaulting Party shall be deemed to have occurred. In the event of a breach of this Agreement, the sole and exclusive remedy of the Party who is not in default shall be to temninate this Agreement by serving written notice of termination on the Party in breach and, in the case of a breach by the City, the Developer shall also be entitled to receive the Liquidated Damages Amount. 12. Compliance with Law. The Developer acknowledges that any future DDA, if approved by the City Council, will require the Developer to, among other things, cavy out the development of the Project in conformity with all applicable laws, including all applicable building, planning and zoning laws, environmental laws, safety laws and federal and state labor and wage laws. 13. Press Releases. The Developer agrees to obtain the approval of the City Manager in function of any press releases Developer may propose relating to the lease or development of the Property or negotiation of a DDA with the City prior to publication. 14. Notice. All notices required under this Agreement shall be presented (A) in person, (B) by a reputable same-day or overnight delivery service, or (C) facsimile and confirmed by first class certified or registered United States Mail, with return receipt requested, to the address and/or fax number for the Party set forth in this Section. Notice shall be deemed confirmed by United States Mail effective the third (3rd) business day after deposit with the United States Postal Service. Notice by personal service or reputable same-day or overnight delivery service shall be effective upon delivery. Either Party may change its address for receipt of notices by notifying the other Parties in writing. Delivery of notices to courtesy copy recipients shall not be required for valid notice to a Party. 20C-12 TO DEVELOPER: Caribou Industries, Inc. Michael Harrah President 1103 N. Broadway Santa Ana, CA 92701 (-1) (714) 543-9484 (F) (714) 534-9972 TO CITY: The City of Santa Ana Executive Director Community Development Agency 20 Civic Center Plaza (M-25) P.O. Box 1988 Santa Ana, California 92702 COPY TO: City Attorney 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Fax: 714-647-6515 15. Warranty Against Payment of Consideration for Agreement. The Developer warrants that it has not paid or given, and will not pay or give, any third party any money or other consideration for obtaining this Agreement. Third parties, for the purposes of this Section, shall not include persons to whom fees are paid for professional services, if rendered by attorneys, financial consultants, accountants, engineers, architects and other consultants, when such fees are considered necessary by the Developer. 16. Acceptance of Agreement by Developer. The Developer shall acknowledge its acceptance of this Agreement by delivering to the City three (3) original counterpart executed copies of this Agreement each signed by the authorized representative(s) of the Developer. 17. Counterpart Originals. This Agreement may be executed by the Parties in multiple counterpart originals, all of which together shall constitute a single agreement. 18. No Third -Party Beneficiaries. Nothing in this Agreement is intended to benefit any person or entity other than the Parties. 19. Governing Law. The Parties acknowledge and agree that this Agreement was negotiated, entered into and is to be fully performed in the City of Santa Ana, California. The Parties agree that this Agreement shall be governed by, interpreted under, and construed and enforced in accordance with the laws of the State of California, without application of such laws' conflicts of laws principles. 20CA 3 20. Waivers. No waiver of any breach of any term or condition contained in this Agreement shall be deemed a waiver of any preceding or succeeding breach of such term or condition, or of any other term or condition contained in this Agreement. No extension of the time for performance of any obligation or act, no waiver of any term or condition of this Agreement, nor any modification of this Agreement shall be enforceable against a Party, unless made in writing and executed by the Parties. 21. Construction. Headings at the beginning of each section and sub -section of this Agreement are solely for the convenience of reference of the Parties and are not a part of this Agreement. Whenever required by the context of this Agreement, the singular shall include the plural and the masculine shall include the feminine and vice versa. This Agreement shall not be construed as if it had been prepared by one Party, but rather as if the Parties cooperated equally in preparing this Agreement. Unless otherwise indicated, all references to sections are to this Agreement. All exhibits referred to in this Agreement are attached to this Agreement and incorporated into this Agreement by this reference. If the date on which a Parry is required to take any action pursuant to the terms of this Agreement is not a business day of the City, the action shall be taken on the next succeeding business day of the City. 22. Attorneys' Fees. If a Party hereto files any action or brings any action or proceeding against another Party arising out of this Agreement, then the prevailing Party shall be entitled to recover as an element of its costs of suit, and not as damages, its reasonable attorneys' fees as fixed by the court, in such action or proceeding or in a separate action or proceeding brought to recover such attorneys' fees. For the purposes hereof the words "reasonable attorneys' fees" mean and include, in the case of the City, salaries (or fees) and expenses of the lawyers employed by the City (allocated on an hourly basis) who may provide legal services in connection with the representation of the City in any such matter. 23. Enforced Delay. No party shall be deemed in default of its obligations under this Agreement where a delay or default is due to an act of God, natural disaster, accident, breakage or failure of equipment, enactment of conflicting federal or state laws or regulations, third -party litigation, administrative action, including strikes, lockouts or other labor disturbances or disputes of any character, interruption of services by suppliers thereof, unavailability of materials or labor, unforeseeable and severe economic conditions, rationing or restrictions on the use of utilities or public transportation whether due to energy shortages or other causes, war, civil disobedience, riot, or by any other severe and unforeseeable occurrence that is beyond the control of that party (collectively, "Enforced Delay"). Performance by a party of its obligations shall be excused during, and extended for a period of time equal to, the period (on a day -for -day basis) for which the cause of such Enforced Delay is in effect. [Signatures on following page] 200-14 IN WITNESS WHEREOF, the Parties have executed this Exclusive Negotiation Agreement on the dates indicated next to each of the signatures of their authorized representatives, as appear below. ATTEST: MARIA D. HUIZAR Clerk of the Council M City • •tu FOR APPROVAL: ROBERT ZUR SCHMIEDE Executive Director Community Development Agency CITY OF SANTA ANA RAUL GODINEZ II City Manager DEVELOPER CARIBOU INDUSTRIES By: ( 2 Micha . Harrah Dated: 0108 200-15 EXIIIBIT "A" TO NEGOTIATION AGREEMENT Property Legal Description All of that certain real property situated in the State of California, County of Orange, City of Santa Ana, described as follows: Parcel l: All of Lots 2, 3, 6 and the Southerly 10.00 feet of the Northerly 20.00 feet of Lot 5 in Block 11 and all of Lots 1, 2, 3, 4, 5, and 6 in Block 12 of the Town of Santa Ana, as shown on a Map recorded in Book 2, page 51 of Miscellaneous Records of Los Angeles County, California. Together with that portion of Sycamore Street, 60.00 feet wide, as shown on said Map, as vacated and described in that certain Resolution No. 82-17 of the City Council of the City of Santa Ana, a certified copy of which was recorded February 11, 1982, as Document No. 82-051577 of Official Records of Orange County, California, bounded Southerlyby the North line of Third Street, 60.00 feet wide, and bounded Northerly by a line parallel with and distant Northerly 140.00 feet, measured at right angles, from said North line of Third Street. Excepting therefrom the Easterly 15.00 feet of said Lot 3 in said Block 11. Parcel 2: A perpetual easement for ingress and egress over the South 2.50 feet of the East 15.00 feet of Lot 3 in Block 11 of the Town of Santa Ana, as shown on Map recorded in Book 2, page 51 of Miscellaneous Records of Los Angeles County, California, as reserved in the Deed of J.E. Lieberg et al, dated June 5, 1923 and recorded in Book 475, page 362 of Deeds, records of Orange County, California. Parcel 3: The right to use that portion of a brick wall of the building on Lot 1 in Block 11 of the Town of Santa Ana, as per Map recorded in Book 2, page 51 of Miscellaneous Records of Los Angeles County, California, which adjoins the East boundary line of the South 25.00 feet of Lot 2 in said Block 11, as a party wall, as granted by that certain Agreement, dated July 1, 1919 by and between H.R. Andre, also known as Roy Andre, et al, as parties of the first part, and LJ, Carden et al, as parties of the second part, recorded August 19, 1919 in Book 341, page 362 of Deeds, Records of Orange County, California. 20-C-16 Exhibit B Schedule of Performance The Developer and the City will work on a Disposition and Development Agreement (DDA) and cooperate to process all necessary entitlements. The Developer and City will work to clear CEQA requirements prior to consideration of the DDA by the City Council. The Developer will fund third party consultant who will prepare necessary reports and studies as required for CEQA clearance for the entitlements and the DDA. Both Parties will use their best efforts to process the entitlements for the project as quickly as possible. The schedule will be amended as needed to reflect status of process. Performance Schedule: • Second Amended and Restated ENA on City Council Agenda for January 16, 2018. • Upon execution of ENA, the Developer and City will work on the preparation of a Disposition and Development Agreement. • Within 30 days of execution of the ENA, the Developer will submit an application and Concept Plans to City for all necessary entitlements. • Within 30 days of receipt of the Application, the City must indicate what studies and/or analysis is needed to process the application and select an Environmental Consultant to process the CEQA related studies needed for entitlements. • Within 30 days of the execution of the Second Amended and Restated ENA, the Developer and City will create a schedule for Public participation for the entitlement process. • DDA - Anticipated July 2018 with three additional 3 month extensions (i.e., for a total time to April 2019) if needed to clear CEQA. 20C-17 EXHIBIT C Proposed Deal Points for Public/ Private Partnership: 3rd and Broadway Project Deal Points Summary Overview: The Project is proposed on a City -owned site that currently has a 440 space Parking Structure that needs to be replaced. The City needs to replace at least 200 to 300 spaces for Public Parking. The City also wants to create anew Public Street to reconnect Sycamore St. These requirements have a negative economic impact on any proposed development on this site and will require a public subsidy. Based upon this scope of work (below), the latest pro forma from the Developer, and the ICosmont Company's analysis, the Project without a subsidy has a significant financial GAP. The proposed deal structure would minimize the GAP as follows: the City would segregate typical costs to develop a site such as demolition of the existing parking structure and preparation for development, as well as Public Improvements such as replacement Public Parking and a Public Street (Sycamore St.) as the City's responsibilities. The costs for the City's responsibilities are estimated by the Developer at $13 million. The City cost will be based on the actual cost of the Public Improvements. The City would finance the capital costs thru a Public Financing. The Developer will pay the debt service thru an Operating Agreement whereby the Developer will operate the Public Parking and pay all costs with no financial risk to the City. The subsidy amount is within the feasibility gap as estimated by I{osmont. The Hotel is the biggest economic risk. However, the possibility of future conversion to residential if the Hotel is not economically viable in the first 5 years, provides an economic alternative that helps to mitigate the risk. The Developer would have the responsibility to entitle, develop and finance all private improvements, provide evidence of financing and obtain all necessary building permits prior to the City conveying the site. As part of the Developer's due diligence, the City will agree to allow the Developer to enter the site for necessary tests as appropriate. These terms are attached with the revised ENA which will provide the parameters to negotiate terms of a DDA and will require CEQA clearance for approval by the City Council. 20C-18 Scope of work: Revised project description (the project is subject to Prevailing Wages) • Mixed use Project (Parcel A): • Residential: 160 Units of apartments with 160 dedicated parking spaces (to be constructed pursuant to the City's residential development standards); • Office: 3,449 SF; • Retail: 11,066 SF; • Food and Beverage: 4,309 SF; • Public Parking: 253 spaces Parking (10 stories) and Total 18 Stories; • Hotel (Parcel B): 106 Keys with 99 stacker spaces City responsibilities: Mixed Use /Residential: The City would provide the land and fund the costs to demolishing the existing parking structure, provide the replacement public parking of 253 spaces, conduct site preparation and construct street improvements to reconnect Sycamore between 3rd and 4th Streets. Current estimates are based on the Developer's pro forma and are at $13 million. The City will provide estimates based on 31d party estimates and the 3`a party GAP Analysis. City participation would be based on actual costs up to a maximum of $13 million. Upon the Developer obtaining entitlements, showing. evidence of construction and permanent financing, issuance of all necessarybuilding permits, the Citywould convey the land to Developer for the Mixed Use project. The City will retain ownership of an air rights parcel for the public parking structure. The City will retain ownership of the now section of Sycamore Street to be built as part of the project. Public Improvements: The City would fund the costs of the following improvements at the start of construction: • Demolition of the existing parking structure • Site preparation for construction prepared to a rough grade condition • Construction of 253 public parking spaces in a 10 -story structure • Construction of Public Street :Sycamore reconnection The current costs estimates from the Developer are as follows: $7, 782, 786for 253 Parking Spaces (10 -story structure) $5, 300, 000 for Demo/site preparationlstreet improvements $13,082,786 total - (All estimates will be independently verified by the City) 20Q-19 Estimated financing- debt services @4% @30 yrs. _ $749,476/annually Estimated parking revenue per Diamond Parking study for the Developerproposal is a $2 million in Annual Gross Revenue and $288,000 for expenses. These estimates are subject to City verification. Developer's Responsibilities: Mixed Use Residential Developer shall fund the design of the project, all costs related to entitlements, and all development costs for the apartments, retail, office and hotel. The City will cooperate with the Developer to process entitlements. The Developer will fund the entitlement application, including, but not limited to, any and all required General Plan and/or zoning amendments, and all related studies required for CEQA compliance. Once the entitlement process is completed, the Developer has financing for the project, and obtained all necessary building permits, as will be detailed in the terms of a DDA, the City will convey to Developer the land and parcels for the residential, office, and retail portions of the project. Conveyance shall occur following the Developer providing evidence of financing for construction, permanent loan(s) and equity and issuance of all necessary building permits. Hotel: Developer will design and build the hotel to standards for a typical boutique hotel similar to a Hilton Garden Inn and will use best efforts to execute an operating agreement with a Hotel Chain. If Developer is not successful in securing an agreement with a Hotel Chain operator, Developer will self -operate as a Boutique Hotel, During the fust 5 years of operation, various economic thresholds would be established that would allow the Developer to convert the Hotel to residential as follow: • after 2 years if the Rev/Par* falls below $65 • after 3 years if the RevPAR falls below $75 • after 4 years if the RevPAR falls below $80 • after 5 years if the RevPAR falls below $85 *Revenue per available room (RevPAR) is a performance metric used in the hotel industry and is calculated by multiplying a hotel's average daily room rate (ADR) by its occupancy rate. It may also be calculated by dividing a hotel's total room revenue by the total number of available rooms in the period being measured. If in the Hotel does not achieve these thresholds during the first 5 years, the Developer will be allowed to submit an application to convert the hotel to apartments, subject to approval through all applicable city entitlement processes required and in accordance with entitlements approved for the site. 20C:-20 The hotel parcel would be conveyed upon entitlement approval, evidence of financing for construction, permanent loan(s) and equity and issuance of all necessary building permits. Operation of the Public Parldng: Developer will manage the Public Parking The City would enter into a Parking Operation Agreement with the Developer to manage and operate the Public Parking and obligate the Developer to pay all costs including the debt service on the financing for the Public Improvements. The Developer would set the parking rates and either manage the parking directly or through a 3rd party. The Developer would guarantee no negative costs of approximately $750,000 per year to the City and would keep any net revenue unless the Hotel is converted to residential per the terms of the DDA (see terms below). The Developer would guarantee the debt service and all operating costs. The cash flow would be distributed in the following order: (1) Operator fee, (2) operating expenses, (3) City debt service and (4) any net revenue to Developer. Only after the 30 year debt is paid off at maturity, the City would receive 40% of the net parking revenue if the parking conversion from hotel to residential has not occurred. In addition, if the Hotel is converted to residential, then 40% of net revenue would go to the City (see terms below). All the revenue and expenses arriving from the parking operations shall be verified through an audit. Conditional Conversion of the Hotel to Residential At the time of issuance of the Certificate of Occupancy for residential use, the net cash flow from the public parking would be split 60%/40% with 60% going to the Developer. The City has independently prepared an estimate of the potential cash flow from a 60/40 split for 30 years based on Public Parking revenue. Option to Purchase the Public Parking The developer would have the Option to purchase the Public Parking at the costs of $15 million for the first 15 years, then the purchase price would be at appraised value or $15 million whichever is higher. The parking will remain Public Parking in perpetuity regardless of the ownership. Terms and conditions to the Option will be negotiated in the DDA. Participation by the City in Profits upon sale of property: 20C-21 The City would participate in profits upon sale of any portion of the project by the Developer, based on a formula that assures specified profit to the Developer. The City's participation % would be based on subsidylevel and be triggered after agreed upon Developer's profit thresholds are met. Proposed formula and examples: Upon Sale of any portion of the project by the Developer, the City would participate in the sale proceeds as follow: If the Net Sale proceeds exceeds the Developer costs, including hard and soft costs, over the period of time the Developer has owned the project plus 15% profit, then the City shall share in the net profits based on the ratio of City's cost, plus land value, and the Developer's total costs. Example: Sale Price: $140 million Developer's costs: $100 million City's costs ($13m + $3m (land): $16 million Total costs: $116 million City Share Ratio 16/116=13.7% Developer's profit @15% of costs $100m= $15m Sales Price: $140 million- (DEVprioritypayment$100m+$15m=)$115m=Participation amount $25 million City share =13.7% of $25m= $3.4rn Developer share=$21.6m Developer's total proceeds = $115 m+ $21.6m = $136.6m Conditions that would apply if the Option to Purchase Public Parking is exercised: If the Developer exercises the Option and pays $15 million to the City to purchase the Public Parking, that cost will be added to the Developer costs for purposes of calculating the City Participation formula. To the extent that the Developer exercises the Option to purchase the Public Parldng at $15 million, the participation formula will be adjusted to reduce the City's share by the amount equal to the City proceeds from the $15 million minus payoff of outstanding debt. Example: Assuming a principal balance of $10 million from $15 million = $5 million net. The participation formula would be reduced by that amount in the future. 20G-22 FIRST AMENDMENT TO REIMBURSEMENT AGREEMENT THIS FIRST AMENDMENT TO REIMEURSEMENT AGREEMENT is made and entered into this 4&1 day of January, 2018, by and between CARIBOU INDUSTRIES, INC., a Nevada corporation (`Developer"), 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 City and Consultant entered into Reimbursement Agreement No. A-2017- 058, dated April 27, 2017, to establish the terms and conditions upon which Developer will reimburse City for bona fide, actual costs paid and/or costs accrued in connection with and directly related to the Project and the negotiation and execution of the DDA, if any, such as expenses for engineers, architects, financial consultants, legal, planning and other consultants and contractors retained by the City ("said Agreement"). B. In accordance with the terms and conditions of said Agreement, the Parties desire to amend Section 2 — Reimbursement of Costs, to increase the maximum amount of said Agreement, and to clarify the Eligible Expenses, NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions of said Agreement, except as herein modified, the parties agree as follows: 1. Section 2, Reimbursement of Costs, shall, be amended to read as follows: "Developer agrees to reimburse the City for Eligible Expenses pre -approved by Developer and City, up to a maximum of One Hundred -Thousand Dollars ($100,000.00), payable within thirty (30) days after receipt by Developer of written documentation from City evidencing such Eligible Expenses. Eligible Expenses shall specifically exclude any and all expenses due and payable by the Developer to the Planning and Building Agency for the processing of entitlements, including any expenses for CEQA studies and analysis." Except as hereinabove modified, all terms and conditions of said Agreement shall remain in full force and effect. Exhibit 2 21 23 IN WITNESS WHEREOF, the Parties have executed this First Amendment to Reimbursement Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO Cit} L -M RECOMMENDED FOR APPROVAL: ROBERT ZUR SCHMIEDE Interim Executive Director Community Development Agency CITY OF SANTA ANA RAUL GODINEZ II City Manager DEVELOPER CARIBOU INDUSTRIES: 4a — Michael . Harrah 20044 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JANUARY 16, 2018 TITLE: APPROVE PURCHASE AGREEMENT OF VACANT LAND FOR FUTURE WATER WELL FACILITY (NONGENERAL FUND) (STRATEGIC PLAN NO. 6, 1) r - J CIkJ MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1B1 Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER 1. Authorize the City Manager and Clerk of the Council to execute a purchase agreement for the real property located at 651-657 E. Washington Avenue (APNs 398-150-02 and 398-152-16), and goodwill, if any, with Pacific Legacy Real Estate & Investments, Inc., in an amount of $1,083,750, subject to nonsubstantive changes approved by the City Manager and City Attorney. 2. Approve an Appropriation Adjustment recognizing $1,083,750 from prior year fund balance in the Water Utility revenue account, and appropriating the same into the Water Utility Capital Projects expenditure account. DISCUSSION The City of Santa Ana Public Works Agency manages the Water Enterprise which is charged with satisfying the water demands of the City's 340,000 -plus residents and businesses. On average, the City provides about 31 million gallons of high quality potable water per day. The Water Enterprise meets the water demands of the community primarily from two sources: imported surface water and local groundwater. The majority of water supplied to the community (about 75 percent) comes from local groundwater sources, which is less costly than the imported surface water sources. To accomplish this, the City's Water Enterprise owns and operates 21 active groundwater wells. In an effort to plan for the continued efficiency and operability of the City's water systems and supplies for future generations, the Public Works Agency has conducted and completed various studies, including a Water System Master Plan, an Urban Water Management Plan, and a computerized water system model. These studies allow the Public Works Agency to responsibly plan for the future needs of the community and to plan water system infrastructure improvements necessary to meet those needs. One of the primary needs identified is the replacement of older ground water wells with new ones to retain groundwater source reliability. 20D-1 Purchase Agreement for Vacant Land for Future Water Well Facility January 16, 2018 Page 2 Property acquisitions are necessary to accommodate future water system groundwater wells. Public Works Agency staff has identified ideal areas for future groundwater wells based on water system hydraulic analyses. The ideal area for the City's next groundwater well is in the vicinity of the existing elevated tank (water tower) near Interstate 5, and staff has identified a vacant lot (Exhibit 1) that is suitable for this purpose. A purchase offer was made based on the appraised value prepared by a State licensed appraiser (Exhibit 2), and the offer was accepted by the property owner. The purchase price for the acquisition is $1,083,750, and is shown in the corresponding agreement (Exhibit 3). STRATEGIC PLAN ALIGNMENT 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). ENVIRONMENTAL IMPACT There is no environmental impact associated with this action FISCAL IMPACT The appropriation adjustment will recognize and appropriate $1,083,750 of prior year fund balance in the Water Utility revenue account and facilitate an interfund budgetary expenditure transfer as follows: Account Number Description RevenueFExense 06017002-50001 Water Utilit Prior Year Fund Balance $1,083,75006017019-68000-66 Water Utilit Interfund Transfer 83,750 06617002-59000-60 Water Capital Projects Interiund Transfer $1,083,7506617647-66100 Water Utilit Capital Projects Land 83,750 Funds will be available for expenditure in Fiscal Year 2017-18. Exdcutive Director Public Works Agency FM/NS/RR APPROVED A$ TO FUNDS & ACCOUNTS: L Executive Dirbstbr �� Finance & Management Services Agency Exhibits: 1. Location Map 2. Appraisal 3. Agreement for APN 398-150-02 & 398-152-16 20D-2 L IL. L V'J'-Orange �d MornsanfA Park I I LI li LiIL Li Liti T D DOE E Subject ectg 1LProperty u u 1-i Ld rz;� ILiiLL E Santa Clara Ave pnnol Park�l 119- 0 z �1 9 h, t 0 c_— 1 5tW 1711) �t tb Z r i6mI# I w 5th S 2b ILL] E U) E WrosihINto Q U ETR(I N b O -P 17-3 d 2% nta An' t: 01 741 l—;- =nla-AAa Ok'46�W 41hl GA1E 4th StI W3rd St E 3rd St E- 1st Si U E nainuut St i Tj E u' E G [sho.1 i Myrfie I E ji 17 0 F. p--su �-4 Ave—'dc- ri WNINWRI Ana mi Park � 111-1 RR 20D-4 SUBJECT PROPERTY Washington Avenue and Penn Way, within the City of Santa Ana. See additional photographs in the Addenda Section. APPARENT VESTEE: Pacific Legacy Real Estate & Investments, Inc. Mailing Addram 17855 Santiago Blvd., #107-484 Villa Park, California `2881 Telephone. c/o Sam glaon ( 7 1 4) 785-5544 PROPERTY ADDRESS; 651-657 East Washington Avenue Santa Ana, California LEGAL DESCRIPTION: Portion of Block 12, Santa Ana East, per map recorded in Book 1, Page 93 of Maps, and a portion of Section 7, Township 5 South, Flange 9 West, San Bernardino Baseline and Meridian. A complete metes and bounds legal description was not provided for review. EXHIBIT�OD-5 4110M i —o—y SANTIAGO AWME '4 POINSETTIA ST. Q fsN o� m I -A EXHIBIT20D-7 4 .A y iV{ tf� L STREET a Kilo APPRAISAL REPORT Prepared for CITY OF SANTA ANA 20 Civic Center Plaza Santa Ana, California 92702 Date of Report October 13, 2017 MARKET VALUE STUDY VACANT RESIDENTIAL LAND PARCEL PROPOSED WATER WELL SITE 661-657 EAST WASHINGTON AVENUE SANTA ANA, CALIFORNIA Effective Date of Appraisal October 9, 2017 Prepared by Scott A. Lidgard, MAI, CCiM LIDGARD AND ASSOCIATES, INC. 2592 North Santiago Boulevard Orange, California 92867-1862 Report Reference No, 8084 LIDGARD AND ASSOCIATES AP PRA IS P. RS -CONS ULTA.NTS EXHIBIT 2 20D-9 October 13, 2017 City of Santa Ana 20 Civic Center Plaza Santa Ana, California 92702 Attention: Jason Gabriel Principal Civil Engineer Subject: Market Value Study Vacant Residential Land Parcel Proposed Water Well Site 651-657 East Washington Avenue Santa Ana, California 2592 North Santiago Bou QI)ard Orange, California 928674862 (714) 633.8441 or (562) 988.29\26 scott@lidgardinc.com In accordance with your request and authorization, I have completed an appraise study of the above -referenced property on behalf of the client indicated above. The valuation study consisted of (1) an inspection of the subject property from the adjacent rights-of-way, (2) a review of public records particularly with respect to the underlying zone and general plan land use designations, (3) the research and collection of comparable market data in the immediate and general subject market area, (4) a valuation employing the Sales Comparison Approach based on an analysis of the comparable market data, and (5) preparation of this formal narrative appraisal report in summation of the activities outlined above. The subject property consists of a vacant land parcel located at the northwest corner of Washington Avenue and Penn Way, within the City of Santa Ana. The site has a nonsignalized corner location, irregular land configuration, effectively level topography, and contains 26,598 square feet of land area, per Assessor's records. The parcel is zoned UN -2 (urban neighborhood). The property is identified by the Orange County Assessor's office as Assessor's Parcel Nos. 398- 150-02 and 398-152-16. The property owners are nearing the end of the entitlement process for a 7 -Knit townhouse development on the subject property. The proposed unit mix includes five 2-bedroom/3-bathroom dwelling units and two 3-bedroom/3-bathroom units ranging in size from 883 to 1,296 square feet of living area. The development will consist of a 6,987 square foot building footprint with a 53% lot coverage,ratio and a density of one unit per 3,800 square feet of land area. Each unit will have a two- LIDGARD AND ASSOCIATES INCORPORATED 20DstateAppraisal and Consultation City of Santa Ana Attention: Jason Gabriel Principal Civil Engineer October 13, 2017 Page 2 car garage and private balcony. There will be two on-site guestparking spaces. Reference the accompanying appraisal report for a complete description of the subject property and valuation analysis process. The purpose of this appraisal study is to express an estimate of market value of the unencumbered fee simple interest in the subject property based on the hypothetical condition that the site is fully entitled for the development of a 7 -unit residential townhouse complex as proposed. A hypothetical condition is defined in The Dictionary of Real Estate Appraisal, Sixth Edition, Page 113, published by The Appraisal Institute, as, "A condition, directly related to a specific assignment, which is contrary to what is known by the' appraiser to exist on the effective date of the assignment results, but is used for the purpose of analysis. Hypothetical conditions are contrary to known facts about physical, legal, or economic characteristics of the subject property- or about conditions external to the property, such as market conditions or trends; or about the integrity of data used in an analysis." In the event conditions relating to the use of the hypothetical condition do not materialize, assignment results set forth herein might be affected. Fair market value is defined in The California Code of Civil Procedure, §1263.320, as: "(a) The fair market value of the property taken is the highest price on the date of valuation that would be agreed to by a seller, being willing to sell but under no particular or urgent necessity for so doing, nor obliged to sell, and a buyer, being ready, willing, and able to buy but under no particular necessity for so doing, each dealing with the other with full knowledge of all the uses and purposes for which the property is reasonably adaptable and available. (b) The fair market value of property taken for which there is no relevant, comparable market is its value on the date of valuation as determined by any method of valuation that is just and equitable." The intended use of this appraisal report is to assist the City of Santa Ana in purchase negotiations with the private property owner. Intended users are City officials, along with consultants thereof, for the explicit purpose and intent indicated above. This report is not intended to be distributed to, or relied upon by, third parties. LIDGARD AND ASSOCIATES n O D$ �F"� INCORPORATED L state Appraisal and Consultation City of Santa And-- -Attention: na_-Attention: Jason Gabriel Principal Civil Engineer October 13, 2017 Page 3 After considering the various factors which influence value, the market value of the subject property, as of October 9, 2017, is as follows: ONE MILLION SIXTY-FIVE THOUSAND DOLLARS \ $1,065,000. This appraisal complies with the reporting requirements set forth in the Uniform Standards of Professional Appraisal Practice, under Standard Rule 2-2(a). This report contains a moderate level of detail with respect to the market data, appraisal methodology, and reasoning supporting the analysis, opinions, and conclusions. It contains sufficient information for the purpose, intent, client and users for which it is written. This appraisal report is submitted in triplicate; we have retained a file copy. Please do not hesitate to contact the undersigned in the event you require additional information from our file. Very truly yours, ASSOCIA Seatl-A. Lidgard,(MAI, CCIM Certified General Real Estate Appraiser California Certification No, AG 004014 Renewal Date: March 13, 2018 SAL:sp i LIDGAB.D AND ASSOCIATESEstate Appraisal ¢(id Consultation INCORPORATED 2O D` 1gy TABLE OF CONTENTS Title Page Letter of Transmittal Table of Contents PREFACE Executive Summary Location Map Date of Value Purpose of the Appraisal Intent and Users of the Appraisal Property Rights Appraised Appraiser's Certification Scope of the Appraisal Assumptions and Limiting Conditions Terms and Definitions SUBJECT PROPERTY DESCRIPTION Apparent Vestee Property Address Legal Description Plat Map Site Description Existing Improvements Assessment Data Ownership History Neighborhood Environment VALUATION ANALYSIS Highest and Best Use Analysis Valuation Methods Sales Comparison Approach Final Estimate of Market Value Exposure Time MARKET DATA Summary of Residential Land Value Indicators Market Data Location Map Residential Land Sales Data and Photographs LIDGARD AND ASSOCIATES APPRAISERS -CONSULTANTS 20D-13 20D-14 EXECUTIVE OLIMMARY PURPOSE OF APPRAISAL: Market value of the unencumbered fee simple interest in the subject property based on its the hypothetical condition that the site is fully entitle for the development of a 7 -unit residential townhouse complex as proposed. CLIENT IDENTIFICATION: City of Santa Ana PROPERTY ADDRESS: N651-657 East Washington Avenue Santa Ana, California APPARENT VESTEE: Pacific Legacy Real Estate & Investments, Inc. SITE DESCRIPTION: Land area: 26,598± square feet, per architectural plans/ - specifications prepared by Habitat for Humanity dated December 29, 2016. Land shape: Irregular land configuration. Zoning: UN -2 (urban neighborhood). Soil contamination: None known or observed by appraiser, howev- er, a comprehensive soil study was not provid- ed for review. The subject property has been appraised herein as though free of soil contam- inants, if any. Present use: Vacant land lot Highest and best use: Residential development. Assessor's No.: 398-150-02 & 398-152-16 EXISTING IMPROVEMENTS: There are no building or other on-site im- provements located within the boundaries of the subject property which contribute signifi- cant monetary value in a highest and best use context. DEVELOPMENT PLANS: The property owners are nearing the end of the entitlement process for a 7 -unit townhouse de- velopment on the subject property. The pro- posed unit mix includes five 2-bedroom/3- bathroom dwelling units and two 3-bedroom/3- bathroom units ranging in size from 883 to LIDGARD AND ASSOCIATES APP RA IS RMS -CON S U LTAN'rS 1 20D-15 EXECUTIVE SUMMARY (Continued) DEVELOPMENT PLANS: (Continued) 1,296 square feet of living area. The develop- ment will consist of a 6,987 square foot building footprint with a 53% lot coverage ratio and a density of one unit per 3,800 square feet of land area. Each unit will have a two -car garage and private balcony. There will be two on-site guest parking spaces. DATE OF VALUE: DATE OF REPORT: VALUATION ANALYSIS: Sales Comparison Approach: Cost -Summation Approach: Income Capitalization Approach: RECONCILIATION: FINAL ESTIMATE OF VALUE: October 9, 2017 October 13, 2017 $1,065,000. Not applicable. Not applicable. Inasmuch as the subject property consists of a vacant land parcel, the Sales Comparison Ap- proach, as applied to land value, is the only ap- proach considered applicable in the subject case. $1,065,000. LIDGIARD AND ASSOCIATES APPRAISERS -CONSULTANTS 2 20D-16 LRIA ➢A1+T�il The date of value employed in this report, and all opinions and computations expressed herein, are based on October 9, 2017, said date being generally concurrent with the valuation analysis process. PURPOSE OF THE APPRAISAL The purpose of this appraisal report is to express an estimate of the unen- cumbered fee simple market value of the subject property, absent any liens, leases, or other encumbrances, as of the date of value set forth above. The definition of market value is set forth in the following portion of this section following the heading "Definition of Market Value". Further, it is the purpose of this appraisal report to describe the subject property, and to render an opinion of the highest and best use based on (1) the character of existing and potential development of the property ap- praised, (2) the requirements of local governmental authorities affecting the subject property, (3) the reasonable demand in the open market for proper- ties similar to the subject property, and (4) the location of the subject proper- ty considered with respect to other existing and competitive districts within the immediate subject market area. Further, it is the purpose of this appraisal report to provide an outline of cer- tain factual and inferential information which was compiled and analyzed in the process of completing this appraisal study. INTENT AND USERS OF APPRAISAL The intended use of this appraisal report is to assist the City of Santa Ana in purchase negotiations with the private property owner. Intended users are City officials, along with consultants thereof, for Vie explicit purpose and in- tent indicated above. This report is not intended to be distributed to, or re- lied upon by, third parties. The property rights appraised herein are those of the unencumbered fee simple interest. Fee simple is defined in the 12� Edition of The Appraisal of Real Estate. as, "Absolute ownership by any other interest or estate, subject only to the limitations imposed by the governmental powers of taxation, em- inentdomain, police power, and escheat." LIDGARD AND ASSOCIATES APPRAISBAS-CONSULTANTS C 20D-18 The undersigned does hereby certify, except as otherwise noted in this ap- praisal report, that: I have personally inspected the subject property from the adjacent rights-of- way; I have no present or contemplated future interest in the real estate which is the subject of this appraisal report. Also, I have no personal interest or bias with respect to the subject matter of this appraisal report, or the parties in- volved in this assignment. My engagement in this assignment, and the amount of compensation, are not contingent upon the reporting or development of pre -determined values or di- rection in value that favors (1) the cause of the client, (2) the amount of the value opinion, (3) the attainment of predetermined/stipulated results, or (4) the occurrence of a subsequent event directly related to the intended use of this appraisal. To the best of my knowledge and belief, the statements of fact contained in this appraisal report, upon which the analyses, opinions, and conclusions expressed herein are based, are true and correct. This appraisal report sets forth all of the assumptions and limiting conditions (imposed by the terms of this assignment or by the undersigned), affecting my personal, impartial, and unbiased professional analyses, opinions, and conclusions. The analyses, opinions, and conclusions, were developed, and this report has been prepared, in conformity with the Uniform Standards of Professional Ap- praisal Practice, and the Code of Professional Ethics. As of the date of this report, I have completed the requirements of the continuing education pro- gram of the State of California. Further, duly authorized representatives of the State, as well as the Appraisal Institute, have the right to review this report. I have not performed services, as an appraiser or in any other capacity, re- garding the property that is the subject of this report within the 3 -year period immediately preceding acceptance of this assignment. Jason P. Boyer pro- vided real property appraisal assistance to the person signing this report with respect to data collection, inspection of the property, and report preparation. No one other than the undersigned prepared the analyses, conclusions, and opinions of this appraisal study. Certified General Real Estate Appraiser California Certification No. AG 004014 Renewal Date: March 13, 2018 Date: October 13, 2017 LIDGARD AND ASSOCIATES APPRATS£RSLQNS UETANTS 4 20D-19 r-14101 :1 qr07.1ffn4=;JF_1 P -M-1 The appraiser, in connection with the following appraisal study, has: 1. Been retained, and has accepted the assignment, to make an objective analysis/valuation study of the subject property and to report, without bias, his estimate of fair market value. The subject property is particularly described in the follow- ing portion of this report in the section entitled Subject Property Description. 2. Toured the general area by automobile to acquaint himself with the extent, condition, and quality of nearby develop- ments, sales and offerings in the area, density and type of development, topographical features, economic conditions, trends toward change, etc. 3. Walked within the subject property, and some of the nearby neighborhood, to acquaint himself with the current particular attributes, or shortcomings, of the subject property. 4. Completed an inspection of the subject property for the purpose of becoming familiar with certain physical charac- teristics. 5. Made a visual observation concerning public streets, ac- cess, drainage, and topography of the subject property. 6. Obtained information regarding public utilities and sanitary sewer available at the subject site. 7. Made, or obtained from other qualified sources, calculations on the area of land contained within the subject property. Has made, or caused to be made, plats and plot plan draw- ings of the subject property, and has checked such plats and plot plan drawings for accuracy and fair representation. 8. Taken photographs of the subject property, together with photographs of the immediate environs. 9. Made, or caused to be made, a search of public records for factual information regarding the recent sales of the subject property, and for recent sales of comparable properties. LIDGARD AND ASSOCIATES APPRAISERS -CONSULTANTS R 20D-20 SCOPE OF THE APPRAISAL (Continued) 10, Has viewed, confirmed the sale price, and obtained certain other information pertaining to each sale property contained in this report. 11. Reviewed current maps, zoning ordinances, and other ma- terial for additional background Information pertaining to the subject property, and sale properties. 12. Attempted to visualize the subject property as it would be viewed by a willing and informed buyer. 13. Interviewed various persons, in both public and private life, for factual and inferential information helpful in this appraisal study. 14. Formed an opinion of the highest and best use applicable to the subject property appraised herein, 15. Formed an estimate of market value of the unencumbered fee simple interest in the subject property, as of the date of value expressed herein. 16. Prepared and delivered this appraisal report in summation of all the activities outlined above. L.IDGAI`,D AND ASSOCIATES APPRAISERS -CONSULTANTS 6 20D-21 ASSUMPTIONS AND LIMITING CONDITIONS This appraisal is made with the following understanding as set forth in items No. 1 through 19, inclusive: 1. That liability of Lidgard and Associates, Inc., along with the specific appraiser responsible for this report, is limited to the client only and to the fee actually received by the firm. There is no accountability, obligation or liability to any third party reader/user of this report. In the event this appraisal report is delivered to anyone other than the client for whom this report was prepared, it is the client's responsibility to make such party and/or parties aware of all limiting condi- tions and assumptions of this assignment and related dis- cussions. 2. That in the event the client or any third party brings legal ac- tion against Lidgard and Associates, Inc., or the preparer of this report, and the appraiser prevails, the party initiating such legal action shall reimburse Lidgard and Associates, Inc. and/or the appraiser for any and all costs of any nature, including attorney's fees, incurred in their defense. 3. This appraisal report is intended to comply with reporting requirements set forth in the Uniform Standards of Profes- sional Appraisal Practice, under Standard Rule 2-2(a). It contains a moderate level of detail with respect to the mar- ket data, appraisal methodology, and reasoning supporting the analysis, opinions, and conclusions. This report con- tains sufficient information for the intended use and users for which it was written. 4. That title to the subject property is assumed to be good and merchantable. Liens and encumbrances, if any, have not been deducted from the final estimate of value. The vesting was obtained from County Records, or other sources, and has been relied upon as being accurate. The subject prop- erty has been appraised as though under responsible own- ership. The legal descriptions are assumed accurate. LID GARDANDASSOCIATES APPRAISERS -CONSULTANTS FA 20D-22 ASSUMPTIONS AND LIMITING CONDITIONS (Continued) 5. That the appraiser assumes there are no hidden or unap- parent conditions of the subject property, subsoil, struc- tures, or other improvements, if any, which would render them more or less valuable. Further, the appraiser as- sumes no responsibility for such conditions or for the engi- neering which might be required to discover such condi- tions, That mechanical and electrical ;systems and equip- ment, if any, except as otherwise may be noted in this re- port, are assumed to be in good working order. The prop- erty appraised is assumed to meet all governmental codes, requirements, and restrictions, unless otherwise stated. 6. That no soils report; topographical mapping, or survey of the subject property was provided to the appraiser; there- fore information, if any, provided by other qualified sources pertaining to these matters is believed accurate, but no lia- bility is assumed for such matters. Further, information, es- timates and opinions furnished by others and contained in this report pertaining to the subject property and market da- ta were obtained from sources considered reliable and are believed to be true and correct. No responsibility, however, for the accuracy of such items can be assumed by the ap- praiser. 7. That unless otherwise stated herein, it is assumed there are no encroachments, easements, soil toxics/contaminants, or other physical conditions adversely affecting the value of the subject property, & That no opinion is expressed regarding matters which are legal in nature or other matters which would require special- ized investigation or knowledge ordinarily not employed by real estate appraisers, even though such matters may be mentioned in the report. 9. That no oil rights have been included in the opinion of value expressed herein. Further; that oil rights, if existing, are as- sumed to be at least 500 feet below the surface of the land, without the right of surface entry. LIDGARD AND ASSOCIATES AP PR AFS HRS -CON SU DrANTS 20D-23 ASSUMPTIONS AND LIMITING CONDITIONS (Continued) 10. That the distribution of the total valuation in this report be- tween land and improvements, if any, applies only under the existing program of utilization. The separate valuations for land and improvements must not be used in conjunction with any other appraisal and are invalid if so used. 11. That the valuation of the property appraised is based upon economic and financing conditions prevailing as of the date of value set forth herein. Further, the valuation assumes good, competent, and aggressive management of the sub- ject property. 12. That the appraiser has conducted a visual inspection of the subject property and the market data properties. Should subsequent information be provided relative to changes or differences in (1) the quality of title, (2) physical condition or characteristics of the properties, and/or (3) governmental restrictions and regulations, which would increase or de- crease the value of the subject property, the appraiser re- serves the right to amend the final estimate of value. 13. That the appraiser, by reason of this appraisal, is not re- quired to give testimony in court or at any governmental or quasi -governmental hearing with reference to the property appraised, unless contractual arrangements have been previously made therefor. 14. That drawings, plats, maps, and other exhibits contained in this report are for illustration purposes only and are not necessarily prepared to standard engineering or architec- tural scale. 15. That this report is effective only when considered in its entire form, as delivered to the client. No portion of this report will be considered binding if taken out of context. 16. That possession of this report, or a copy thereof, does not carry with it the right of publication, nor shall the contents of this report be copied or conveyed to the public through ad- vertising, public relations, sales, news, or other media, with- out the written consent and approval of the appraiser, par- ticularly with regard to the valuation of the property LIDHGARD AND ASSOCIATES APPRAISERS -CONSULTANTS NJ 20D-24 ,ASSUMPTIONS AND LIMITING; CONDITIONS (Continued) appraised and the identity of the appraiser, or the firm with which he is connected, or any reference to the Appraisal In- stitute, or designations conferred by said organizations, 17. That the form, format, and phraseology utilized in this report, except the Certification; and Terms and Definitions, shall not be provided to, copied, or used by, any other real estate appraiser, real estate economist, real estate broker, real es- tate salesman, properly manager, valuation consultant, in- vestment counselor, or others, without the written consent and approval of Scott A. Lidgard, 18. That the valuation analysis employs the hypothetical condi- tion that the site is fully entitled for the development of a 7 - unit townhouse complex as proposed. 19. That this appraisal study is considered completely confiden- tial and will not be disclosed or discussed, in whole or in part, with anyone other than the client, or persons designat- ed by the client. LIDGAR D AND ASSOCIATES All IS ERS -CONS U LTANTS 10 20D-25 TERMS AND DEFINITIONS Certain technical terms have been used in the following report which are de- fined, herein, for the benefit of those who may not be fully familiar with said terms. MARKET VALUE (or Fair Market Value): Fair market value is defined in The California Code of Civil Procedure, §1263.320, as: "(a) The fair market value of the property taken is the highest price on the date of valuation that would be agreed to by a seller, being willing to sell but under no particular or urgent necessity for so doing, nor obliged to sell, and a buyer, being ready, willing, and able to buy but under no particular necessity for so doing, each dealing with the other with full knowledge of all the uses and purposes for which the property is reasonably adaptable and available. (b) The fair market value of property taken for which there is no rele- vant, comparable market is its value on the date of valuation as de- termined by any method of valuation that is just and equitable." SALES COMPARISON APPROACH: One of the three accepted methods of estimating Market Value. This ap- proach consists of the investigation of recent sales of similar properties to determine the price at which said properties sold. The information so gath- ered is judged and considered by the appraiser as to its comparability to the subject property. Recent comparable sales are the basis for the Sales Comparison Approach. COST -SUMMATION APPROACH: Another accepted method of estimating Market Value. This approach con- sists of estimating the new construction cost of the building and yard im- provements and making allowances for appropriate amount of depreciation. The depreciated reconstruction value of the improvements is then added to the Land Value estimate gained from the Sales Comparison Approach. The sum of these two figures is the value indicated by the Cost -Summation Ap- proach. LIDGARD AND ASSOCIATES APPRAISERS -CONSULTANTS 11 20D-26 J!9BMS AND DEFINITIONS (Continued) INCOME CAPITALIZATION APPROACH• The Income Capitalization Approach consists of capitalizing the net income of the property under study. The capitalization method studies the income stream, allows for (1) vacancy and credit loss, (2) fixed expenses, (3) operat- ing expenses, and (4) reserves for replacement, and estimates the amount of money which would be paid by a prudent Investor to obtain the net in- come. The capitalization rate is usually commensurate with the risk, and is adjusted for future depreciation or appreciation in value. DEPRECIATION: Used in this appraisal to indicate a lessening in value from any one or more of several causes. Depreciation .is not based on age alone, but can result from a combination of age, condition or repair, functional utility, neighbor- hood influences, or any of several outside economic causes. Depreciation applies only to improvements. The amount of depreciation is a matter for the judgment of the appraiser. HIGHEST AND BEST USE: Used in this appraisal to describe that private use which will (1) yield the greatest net return on the investment, (2) be permitted or have the reasona- b!e probability of being permitted under applicable laws and ordinances, and (3) be appropriate and feasible under a reasonable planning, zoning, and land use concept. L.IDGARD AND ASSOCIATES APPRAISURS-CONSV LTANTS 12 20D-27 SUBJECT PROPERTY Aerial view of subject property situated at the northwest corner of Washington Avenue and Penn Way, within the City of Santa Ana. See additional photographs in the Addenda Section. APPARENT VESTEE: Pacific Legacy Real Estate & Investments, Inc. Mailing Address: 17853 Santiago Blvd., #107-484 Villa Park, California 92861 Telephone: c/o Sam Olson (714)785-5544 PROPERTY ADDRESS: 651-657 East Washington Avenue Santa Ana, California LEGAL DESCRIPTION: Portion of Block 12, Santa Ana East, per map recorded in Book 1, Page 93 of Maps, and a portion of Section 7, Township 5 South, Range 9 West, San Bernardino Baseline and Meridian. A complete metes and bounds legal description was not provided for review. LIDGARD AND ASSOCIATES A P PRAIS ERS -CONSULTANTS 1 20D-28 SITE DESCRIPTION Appears to be adequate, however, a soils LOCATION: Northwest corner of Washington Avenue SOIL CONTAMINATION: and Penn Way, within the corporate limits of the City of Santa Ana, MAP COORDINATES: Thomas Bros. Map Page 829, Grid G-2. CENSUS TRACT: Property located within Government Census ACCESS: Tract No. 630. 10, LAND SHAPE: Irregular land configuration; see highlighted portion of plat map on the opposite page. DIMENSIONS: Various dimensions; reference plat map. LAND AREA: 26,598± square feet, per architectural STREET SURFACING: plans/specifications prepared by Habitat for CURB AND GUTTER: Humanity dated December 29, 2016. TOPOGRAPHY: Effectively level topography. DRAINAGE: Appears to be adequate; no depressions or low areas were noted within the boundaries of the subject property which would cause a water ponding condition during the raining season. SOIL STABILITY: Appears to be adequate, however, a soils report was not provided for review. SOIL CONTAMINATION: None known or observed, however, a soils study was not provided for review. The subject property has been appraised herein as though free of soil contaminants. ACCESS: The subject property has 181.22 lineal feet of frontage along Washington Avenue, and 466.97 feet along Penn Way. RIGHTS-OF-WAY WIDTH: Washington Avenue: 50-60 feet. Penn Way: varies. STREET SURFACING: Asphalt paved traffic lanes. CURB AND GUTTER: Concrete curb and gutter (each side of each street). LIDGARDANVD ASSOCIATES A P PRAISERS -CONSULTANTS 2 20D-29 SITE DESCRIPTION (Continued) SIDEWALK: Concrete sidewalk along portions of subject frontage). STREET LIGHTS: Mounted on ornamental standards. PUBLIC UTILITIES: Water, gas, electric power, and telephone are available at the site. SANITARY SEWER: Available at site. ENCROACHMENTS: None apparent. EASEMENTS: A title report pertaining to the subject property was not provided for review. Easements, if existing, are assumed to be located along property boundaries, not interfering with any highest and best use development. It is assumed there are no "cross -lot" or "blanket" easements encumbering the subject parcel. EARTHQUAKE FAULT: The subject property is not located within the Alquist-Priolo special earthquake fault study zone. The greater southern California area, however, is generally prone to earthquakes and other seismic disturb- ances. No studies have been provided for review. No responsibility is assumed for the possible impact on the subject property of seismic activity and/or earthquakes. FLOOD HAZARD AREA: The subject property is located within Zone X, per data issued by the Federal Emergency Management Agency. Property is depicted on Flood Map Panel 06059C0163J, dated December 3, 2009. ILLEGAL USES: None observed PRESENT USE: Vacant land. ZONING: The subject property is located within the UN -2 (urban neighborhood -2) zone of the City of Santa Ana. The purpose and intent of LIDGARDANDASSOCIATES APPRAISERS -CONSULTANTS 3 20D-30 (Continued) ZONING: (Continued) the UN -2 zone classification is to accommodate a variety of housing types with some opportunities for live -work, neighborhood -serving retail and cafe oriented uses. Specific development standards applicable to the subject parcel will be governed by a comprehensive site plan review process. It is anticipated that development standards will be similar to those of the R-3 zone, which standards are broken into four different classes based on land size. The subject parcel, as a single entity, falls within Class No. 1. Current development standards applicable to the subject parcel include a (1) minimum lot size of 12,000 square feet, (2) maximum based development density of 15 dwelling units per acre, (3) potential bonus density of an additional seven dwelling units per acre, (4) minimum street frontage of 75 feet, and (5) maximum building height of 35 feet. Minimum building setback area require- ments are as follows: Front setback: 20 feet Interior side setback: 6 feet. Street side setback: 10 feet Rear setback: 15 feet. The on-site automobile parking requirement varies depending on the type and number of dwelling units. In general, all residential zones require at least two automobile parking spaces on the same lot with each one family dwelling. One parking space must be an enclosed private garage. Based on an inspection of the subject property, as well as a review of current zone standards, the optimal utility of the subject site is as zoned. LIDGARD AND ASSOCIATES APPRAISERS -CONSULTANTS 4 20D-31 SITE DESCRIPTION (Continued) HIGHEST AND BEST USE: The reader is referred to the first portion of the Valuation Analysis Section for a detailed discussion regarding the highest and best use of the subject property. EXISTING IMPROVEMENT COMMENT: There are no building or other on-site improvements located within the boundaries of the subject property which contribute significant monetary value in a highest and best use context. DEVELOPMENT PLAN COMMENT: The property owners are nearing the end of the entitlement process for a 7 -unit townhouse development on the subject property. The proposed unit mix includes five 2-bedroom/3-bathroom dwelling units and two 3-bedroom/3-bathroom units ranging in size from 883 to 1,296 square feet of living area. The development will consist of a 6,987 square foot building footprint with a 53% lot coverage ratio and a density of one unit per 3,800 square feet of land area. Each unit will have a two -car garage and private balcony. There will be two on-site guest parking spaces. ASSESSOR'S PARCEL NO.: ASSESSED VALUATIONS: The owner indicated that entitlement costs to date, including interest expenses, total approximately $220,000. Final building permits are scheduled to be issued in November, 2017. 398-150-02 and 398-152-16 Land: $590,000. Improvements: $ 00. LIDGARDANDASSOCIATES APPRAISERS -CONSULTANTS 5 20D-32 ASSESSMENT DATA (Continued) TAX CODE AREA: 11021. TAX YEAR: 2017-2018 REAL ESTATE TAXES: $6,122.20* SPECIAL ASSESSMENTS: None known. Real estate property taxes to be adjusted to reflect approximately 1.15% of the sale price, in the event the property were sold to a private party. OWNERSHIP HISTOM COMMENT: Title to the subject property was acquired by the present owner on July 15, 2016 as Document No. 822501. The indicated purchase price was $590,000, effectively all cash. The site was partially entitled for development at the time of sale. NEIGHBORHOOD ENVIRQNMgN7 COMMUNITY: The City of Santa Ana was incorporated on June 1, 1886, and functions as a general law city under a council-manager form of gov- ernment. The Santa Ana City Council is comprised of seven council members consisting of a directly elected Mayor and six council members. The council members are elected city-wide, but are nominated from one of six geographic wards within the City, "They serve a four-year term, and are restricted to a two -consecutive term limit. The Mayor is elected every two years. The City of Santa Ana is situated in central Orange County. Neighboring and adjoining municipalities include the Garden Grove, Orange, Tustin, Costa Mesa, Fountain Valley, and Westminster. Major nearby LIDGARDAraDASSOCrATES APPRAISE RS-CONSU LTANTS 6 20D-33 NEIGHBORHOOD ENVIRONMENT (Continued) COMMUNITY: (Continued) freeways include the Santa Ana (5) Freeway, Costa Mesa (55) Freeway, and the Garden Grove (22) Freeway. The City of Santa Ana encompasses 27.3 square miles; the elevation is 110 feet above sea level. The total population within City limits is 324,528 persons. The average household size is approximately four persons. The median household income is $43,412. There are a total of 76,896 housing units including attached and detached dwellings. The current utilization of land within City boundaries, as set forth in the general plan land use element, is generally distributed as follows: Residential uses: 54.0% Commercial retail/office: 12.3% Industrial/manufacturing: 15.8% Mixed use: 4.8% Institutional: 5.7% Vacant land: 7.4% The City of Santa Ana has a diverse employment base. The top ten employers are as follows: Employer Employees County of Orange 15,390 Ingram Micro 4,000 Rancho Santiago Comm. College Dist. 2,300 United States Postal Service 2,000 Tenet Healthcare 1,500 Freedom Communications 900 First American 900 Corinthian Colleges 858 California Dept. of Mental Health 800 United Building Services 800. LIDGARDANDASSOCIATES APPRAISERS -CONSULTANTS 20D'-34 NEIGHBORHOOD ENVIRONMENT (Continued) COMMUNITY: (Continued) There is a variety of cultural, recreational, educational, and entertainment options in the greater central Orange County area. Tour -ism and entertainment facilities include the Anaheim Convention Center, Honda Center, Angel Stadium, Disneyland Resort, Anaheim Resort, The Rinks Anaheim Ice, Orange County Fairgrounds, Dad Miller Golf Course, and the Grove Theater. LOCATION: The subject property is located toward the easterly portion of the City of Santa Ana in an area commonly known as the Station District. The neighborhood is in close proximity to the Santa Ana (Interstate 5) Freeway, Costa Mesa (State Route 55) Freeway, as well as the Santa Ana Train Station. LAND USES: Land uses along Santa Ana Boulevard within the immediate area are quite varied, and include residential, commercial and quasi commercial/industrial developments such as automobile service facilities, light manufacturers, as well as newly constructed mixed use live -work residential develop- ments. The predominant land use in the area is the Santa Ana Train Station, which is situated at the southeast quadrant of Santa Ana Boulevard and Santiago Avenue. Com- mercial retail uses are scattered throughout the general area. The intensity of commercial retail development increases easterly and westerly of the subject vicinity, specifically along Main Street and Grand Avenue. The Santa Ana Civic Center is located approximately one mile southwest of the subject neighborhood. The Civic Center is LIDGARD AND ASSOCIATES APPRAISERS -CONSULTANTS 8 20D-35 JZ 171 Lei lu l • o• LAND USES: (Continued) improved with public facilities including the Santa Ana Superior Court, Orange County Assessor's offices, Sheriff's station, post office, City Hall, OCTA transit terminal, and the Ronald Reagan Federal Courthouse facility. Secondary streets within the general area are improved with single family and low density multiple family residential developments such as apartment complexes, condominiums, and townhouse developments. Overall compatibility of existing uses in the subject vicinity is rated average. There are no substantial external influences which would significantly impact the overall marketability or value of the subject parcel. BUILT-UP: The immediate neighborhood is effectively 85% built-up. OCCUPANCY: Industrial: 40±% owners. 60±% tenants. Residential: 70±0/o owners. 30±0/b tenants. Commercial: 40±0/b owners. 60±% tenants. PRICE RANGE: Commercial land values within the greater northern Orange County market area generally range between $30.00 and ex- ceeding $60.00 per square foot of land area. The upper range of value pertains to rela- tively prominent corner locations along primary thoroughfares suitable for high end retail uses such as service station facilities and fast food restaurants. Residentially zoned land parcels generally range in value from $30.00 to exceeding $90.00 per square foot of land area. The LIDGARD AND ASSOCIATES APPRMS HRS -CONSULTANTS 0 20D-36 NEI9141130RHOOD ENVIRONMENT (Continued) PRICE RANGE: (Continued) upper range of value pertains to sites that can accommodate high density develop- ments. Residential condominium dwelling units generally range in value from $300,000 to slightly exceeding $500,000. Single family residential detached dwellings generally range in value from $375,000 to exceeding $600,000. The lower range of value pertains to relatively small dwellings in marginal condition, whereas the upper value range pertains to larger dwellings which have been renovated and upgraded throughout the years. Multiple family residential properties are within a much broader value range; smaller complexes such as duplexes and triplexes, generally range from $450,000 to exceeding $700,000.. Larger multiple family residential complexes range in value in excess of $1,000,000. Improved commercial and industrial properties range in value from approximately $800,000 to exceeding several million dollars. AGE RANGE: Existing developments in the area range from 10 years to exceeding 50 years. PRIDE OF OWNERSHIP: Overall pride of ownership, evidenced by an ongoing maintenance program, is rated average. OTHER: The availability and adequacy of public facilities, transportation, and retailloffioe commercial facilities are rated average. The City of Santa Ana provides police and fire protection to the subject district. See Valuation Analysis in the following section, LIDGARD AND ASSOCIATES APP RAI S ERS -CONSULTANTS 10 20D-37 VALUATION ANALYSIS The purpose of this valuation study is the estimation of market value of the unencumbered fee simple interest in the subject underlying land parcel based on the hypothetical condition that the site is fully entitled for the development of a 7 -unit residential townhouse complex as proposed. Said development represents the highest and best use of the subject land. A hypothetical condition is defined in The Dictionary of Real Estate Appraisal, Sixth Edition, Page 113, published by The Appraisal Institute, as, "A condition, directly related to a specific assignment, which is contrary to what is known by the appraiser to exist on the effective date of the assignment results, but is used for the purpose of analysis. Hypothetical conditions are contrary to known facts about physical, legal, or economic characteristics of the subject property, or about conditions external to the property, such as market conditions or trends; or about the integrity of data used in an analysis." In the event conditions relating to the use of the hypothetical condition do not materialize, assignment results set forth herein might be affected. Prior to the application of the appraisal process, which in this case employs the Sales Comparison Approach, as applied to residential land value, it is necessary to consider and analyze the highest and best use of the subject property. HIGHEST AND BEST USE ANALYSIS: Highest and best use is defined in The Appraisal of Real Estate, by the Appraisal Institute, 14th Edition, Page 332, as: "The reasonably probable and legal use of property that results in the highest value." In the process of forming an opinion of highest and best use, consideration must be given to various environmental and political factors such as zoning restrictions, probability of zone change, private deed restrictions, location, land size and configuration, topography, and the character/quality of land uses in the immediate and general subject market area. There are three basic criteria utilized in the highest and best use analysis of a property as if vacant, as well as presently improved. The three criteria are summarized as follows: 1. Physically possible. 2. Legally permissible. 3. Financially feasible. LED ARDANDASSOCIATES APPRAISERS CONSULTANTS 20D-38 VALUATION ANALYSIS (Continued) HIGHEST AND BEST USEANALYIS: (Continued) The foregoing are typically considered sequentially; for example, a specific use may prove to be maximally productive, however, if it is not legally permissible, or physically possible, its productivity is irrelevant. Physically Possible: The physical possibility of developing a specific property is governed, in part, by the size, shape, area, and terrain of the property in question. The availability of public utilities is also an important consideration in the analysis of a property's overall development potential. Additional physical considerations are warranted when analyzing the highest and best use of the subject property, as presently improved. The size, architectural design, and condition of the existing building improvements are important elements, and may have a substantial impact on the highest and best use of a property, as presently improved. Legally Permissible: Legally permissible uses are determined, in part, by a community's general plan, zoning requirements, local building codes, and private deed restrictions. The general plan of a community is established to assure continuity of development within the community and the surrounding area. There is usually a consistency between the general plan of a community and the various zone classifications. The zone classification sets forth the various types of development allowed within a specific zone district. Zoning requirements typically constitute the available choices of development for a property. Local building codes are generally addressed as part of the zone classification, and include items such as maximum building densities, building height restrictions, setback and parking requirements, etc. Private deed restrictions relate to mutual agreements under which a property was acquired. Said restrictions may prohibit certain types of development. Financially Feasible: Those uses which meet the first two criteria, i.e. physically possible and legally permissible, are further analyzed in order to determine which uses produce an adequate return on the investment. The specified use is EMOARD AND ASSOCIATES APPRAISERS -CONSULTANTS 2 20D-39 VALUATION ANALYSIS (Continued) HIGHEST AND BEST USE ANALYIS: (Continued) Financially Feasible: (Continued) considered financially feasible if the net income capable of being generated is enough to satisfy the required rate of return and provide a return on the land. Among those uses which are considered financially feasible, that use which produces the highest price, or value, consistent with the required rate of return, is considered the highest and best use of the property. Conclusion: The subject property has a nonsignalized corner location at the intersection of two secondary streets. The site has an irregular land configuration, effectively level topography, and contains 26,598 square feet of land area. Vehicular access, as well as pedestrian access to the subject parcel are rated above average. All public utilities such as water, gas, electric power, telephone, as well as sanitary sewer are available to the site. The physical characteristics of the subject parcel are considered adequate to accommodate a variety of legally permissible uses. As stated, the subject property is located within the UN -2 (urban neighborhood -2) zone classification of the City of Santa Ana. Legally permitted uses include a variety of housing types with some opportunities for live -work, neighborhood -serving retail, and caf6 oriented businesses. The property owners are nearing the end of the entitlement process for a 7 - unit townhouse development on the subject property. The proposed unit mix includes five 2-bedroom/3-bathroom dwelling units and two 3- bedroom/3-bathroom units ranging in size from 883 to 1,296 square feet of living area. The development will consist of a 6,987 square foot building footprint with a 53% lot coverage ratio and a density of one unit per 3,800 square feet of land area. Each unit will have a two -car garage and private balcony. There will be two on-site guest parking spaces. After considering the (1) physical characteristics of the subject site, (2) those uses which are legally permissible and financially feasible, and (3) economic conditions in the immediate and general subject market area, the highest L IDGARD AND ASSOCIATES APPRAISERS -CONSULTANTS 3 20D-40 VALUATION ANALYSIS (Continued) HIGHEST AND BEST USE ANALYIS: (Continued) Financially Feasible: (Continued) and best use of the subject site, as if vacant, is residential development in accordance with standards set forth in the current zone classification. VALUATION METHODS: There are three conventional methods (approaches) which can be used to estimate value. They are the Sales Comparison Approach, Cost -Summation Approach, and Income Capitalization Approach. Following is a brief description of each approach to value. Sales Comparison Approach: This approach consists of the investigation of recent sales of similar properties to determine the price at which said properties sold. The information so gathered is judged and considered by the appraiser as to its comparability to the subject property. Recent comparable sales, either vacant land or improved properties, are the basis for the application of the Sales Comparison Approach. Cost -Summation Approach: The Cost -Summation Approach consists of estimating the construction cost new of the building and yard improvements and making allowances for the appropriate amount of accrued depreciation. The depreciated reconstruction value of the improvements is then added to the land value estimate. The sum of these two figures is the value indicated by the Cost - Summation Approach. Income Capitalization Approach: The Income Capitalization Approach consists of the capitalizing of net income of the property under appraisement. The capitalization methodology studies the income stream, allows for (1) vacancy and credit loss, (2) fixed expenses, and (3) oper- ating expenses. The value indicated by the Income Capitalization Approach represents the money which would be paid by a prudent investor to obtain the net income capable of being generated by the property. The capitalization rate is usually commensurate with the inherent risk. T GARDANDASSOCIATES APPRAISERS -CONSULTANTS 4 20D-41 VALUATION ANALYSIS (Continued) VALUATION METHODS: (Continued) Inasmuch as the subject property consists of a vacant land parcel, the Sales Comparison Approach, as applied to residential land value, is the only approach considered applicable in the subject case. SALES COMPARISON APPROACH: The Sales Comparison Approach takes into account properties which have sold in the open market. This approach, whether applied to vacant or improved property, is based on the Principle of Substitution which states, 'The maximum value of a property tends to be set by the cost of acquiring an equally desirable substitute property, assuming no costly delay is encountered in making the substitution." Thus, the Sales Comparison Approach attempts to equate the subject property with sale properties by analyzing and weighing the various elements of comparability. The Sales Comparison Approach was applied after conducting an investigation of market data (residential land sales) in the greater subject market area. The reader is referred to the Market Data Section for comprehensive information pertaining to each sale property employed herein. Reference the Market Data Map on the following page for an illustration of the location of the various sale properties. Primary indicators studied included sales of residential zoned land parcels as well as land sales construction cost estimates and depreciation schedules. Other elements considered included (1) pride of ownership exhibited by an aggressive and on-going maintenance program, and (2) trends toward change evidenced by private redevelopment and remodeling, or gradual continued building degeneration in certain areas. The knowledge and understanding of present and historical value patterns and trends affecting the local real estate market are based on the observation of market conditions and the appraisal of other residential properties, as well as information obtained from various sources which include the following: • Owners: Interviews were conducted with owners of residential properties in the general research area to determine various market trends, and value patterns. • Tenants: Interviews were conducted with various tenants of properties located within the immediate subject market area. LrDGARD ANDASSOC:IATES APPRAISERS -CONSULTANTS 5 20D-42 VALUATION ANALYSIS (Continued) SALES COMPARISON APPROACH: (Continued) • Real estate brokers and salespersons: A number of active brokers and salespersons within the greater subject market area were interviewed regarding existing and historical lease and sales data, as well as value patterns and trends. • Public officials: Various public officials were interviewed regarding (1) existing or proposed projects which have an impact on real property values, (2) economic trends, (3) level of public services, (4) zone classifications and building standards, and (5) properly tax structure and assessment districts. • Public officials: Information was gathered and studied regarding population, unemployment levels, employment centers, residential sales data as well as rental data, and other demographic and economic factors. Land Value: Following is a summary of those sales considered helpful when estimating the value of the subject underlying land parcel. No. Dev. Data Date Zoning Land Area Units Density Sale Price Per SF A. 3-16 RM 36,138 sf 13 1/2,780 sf $1,535,000.' $42.48 W/S Newland St., 140'SIO Slater Ave., Huntington Beach B. 4-16 RH 18,125 sf 6 1/3,021 sf $ 650,000. $35.86 SWC Western Ave. and Rutledge Ave., Stanton C. 5-16 R-2 9,148 sf 2 1,4,574 sf $ 273,000. $29.84 SEC Cypress Ave. and Adams St., Santa Ana D. 9-16 C-12 19,688 sf 12 1/1,641 sf $ 950,000. $48.25 W/S Hewes St., 1 13' S/O Chapman Ave., Orange E. 2-17 RM 20,413 sf 5 1/4,083 sf $ 730,000. $35.76 NIS Kermore Ln., 172'W/0 Keenan PI., Stanton F. 7-17 R-2 20,196 sf 3 1/6,732 sf $ 620,000. $30.70 E/S Bewley St., 80' N/O 11" St., Santa Ana 'Inclusive of estimated demolition and clearing expenses. ! Property rezoned for development of multiple family housing. LUDGARD AIV D ASSOCIATES APPRAISERS -CONSULTANTS 6 20D-44 VALUATION ANALYSIS (Continued) SALES COMPARISON APPROACH: (Continued) Land Value: (Continued) The properties surveyed are located within the general subject vicinity, and represent the most recent comparable land sales available for analysis. The properties range in size from 11,900 to 16,150 square feet of land area and have developable densities ranging from one unit per 403 square feet to one unit per 2,381 square feet. The overall purchase prices range from $510,000 to $1,030,000, reflecting a range of value between $42.86 and $65.48 per square foot of land area. Due to the absence of a representative number of land sale properties having recently sold within the immediate subject market area, it was necessary to expand the (1) chronological time frame, and (2) geographic search area to include the neighboring communities of Huntington Beach, Stanton, and Orange. Particular consideration has been assigned to differing market conditions, general location and immediate environmental influences in the analysis of the individual sale properties. All of the sales employed herein conveyed title to the fee simple interest, and represent arm's length transactions. Financing terms of each sale are considered generally typical of the subject market area. Adjustments for property rights conveyed, conditions of sale, and financing terms, therefore, are not warranted. Market Conditions: Certain of the land sales data considered extended over a time period back to the first quarter of 2016. The time frame permitted the development of a rather comprehensive real estate market profile. The sales employed in this report are set forth in chronological order, and took place between March, 2016 and July, 2017. Based on discussions with residential brokers and salespersons, as well as extensive media coverage, a substantial upward trend in value and market activity commenced in 2012 after relatively stagnant market conditions. The escalating value trend continues, albeit at a slower pace. It is apparent that the supply of residential properties is generally in equilibrium with the demand. This condition is anticipated to continue throughout the remaining portion of this year. Differing market conditions impacting the sale properties were considered in the valuation analysis employed herein. YJ GARD AND ASSOCIATES APPRAISERS -CONSULTANTS 7 20D-45 VALUATION ANALYSIS (Continued) SALES COMPARISON APPROACH: (Continued) Land Value: (Continued) Elements of Comparability: After viewing each of the sale properties, and obtaining certain information pertinent to land value, the appraiser analyzed the various elements of comparability for each sale property which, among others, include the following: General location. Availability of public alley Immediate environmental influences. Zoning. Vehicular and pedestrian access. Vehicular and pedestrian traffic. Overall developab ility. Site frontage/depth ratio. Site prominence and exposure. Proximity to freeway. A Relative Comparison Analysis (RCA) has been conducted between the individual comparable properties and the subject property. The RCA is a qualitative technique for analyzing comparable sales, and is a valuable tool employed to illustrate whether the characteristics of a comparable property are inferior, superior, or similar to those of the property under appraisement. The Relative Comparison Analysis is similar to paired sales data analysis. This technique acknowledges the imperfect nature of the subject real estate market. The primary objective is to bracket the subject property between the comparable sales with respect to the similarity, superiority, and inferiority thereof. Superior elements of comparability of an individual sale property would reflect a downward adjustment to the value indication thereof. Conversely, inferior elements suggest an upward adjustment. Additionally, it is important to note that the above elements of comparability were not assigned equal weight in making the analysis of each property. The general location, immediate environmental influences, vehicular accessibility, overall developable density, site conditions, site prominence/ - exposure, and land plottage were considered the most important factors in the subject case, as follows: General Location: Social, economic, and governmental forces have a substantial influence on property values. Locational factors considered include, but are not limited to, demographics such as proximity LIDGARDAND ASSOCIATES APPRAISERS -CONSULTANTS I 20D-46 VALUATION ANALYSIS (Continued) SALES COMPARISON APPROACH: (Continued) Land Value. (Continued) Elements of Comparability: (Continued) to housing, schools, employment centers, transportation facilities, as well as quality of public services, proximity to freeway corridors, enforcement of codes, and median income levels. Immediate Environmental Influences: Considered with respect to the density and quality of existing developments within the immediate proximity to a specific property. By contrast, immediate environmental influences represent a myopic consideration of location as opposed to more generalized characteristics considered with respect to general location. Vehicular Accessibillty: Multiple family residential properties rely heavily on the ease of vehicular accessibility. Generally, corner locations with multiple access points command higher values than interior parcels having single point ingress/egress. Developable Density. The overall developable density of a particular property has a significant impact on the underlying land value of residentially zoned parcel. A direct relationship exists between density and the purchase price per square foot of land area, i.e. higher densities typically reflect higher rates on a per square foot basis. Conversely, there is an inverse relationship with respect to the purchase price per developable unit. Higher densities typically result in a lower per unit value. The purchase price per square foot of land area has been utilized as the primary unit of analysis due to the wide range of developable densities among the sale properties employed herein. Developable density has been assigned particular consideration. Site conditions. This factor is considered with respect to the condition of the property at the time of the sale. While certain properties are acquired based on the underlying land value, often times LIDGARD AND ASSOCIATE S APPRAISE" -CONSULTANTS 9 20D-47 VALUATION ANALYSIS (Continued) SALES COMPARISON APPROACH: (Continued) Land Value: (Continued) Elements of Comparability: (Continued) improvements exist on the site which either contribute or detract from the value. In many instances, an additional expense must be incurred to demolish existing improvements which expense increases the cost of the underlying land. In contrast, however, a nominally improved property may be receiving income for an interim period during the planning and entitlement phase of a future development. Site Prominence/Exposure: Multiple family residential properties rely on site prominence/ - exposure as a means of attracting tenants. The advertising exposure along commercial thoroughfares is viewed beneficial, however, increased traffic noise is also a detriment. In general terms, signalized corner parcels offer superior prominence/ - exposure than interior sites. Land Area: The functional utility or desirability of a site often varies depending on the types of contemplated uses. Different prospective uses have ideal size and shape characteristics that influence value as well as highest and best use. The purchase price per square foot of land area can fluctuate greatly depending on the size of property. Smaller parcels lend themselves to a higher degree of market participants capable of purchasing and developing the sites. Due to the precept of "economies of scale", it is the general consensus that smaller parcels tend to sell on a higher per square foot basis than larger parcels. Based on a review of the land value indicators employed herein, it is apparent that there is no significant differential in value attributable to land size. Marketability of each sale property was also considered. Marketability is the practical aspect of selling a property in view of all the elements constituting value, and certain economic and financing conditions prevailing as of the date of sale. All of the sale properties employed herein are considered having generally similar marketability as the subject property. LIDGARD AND ASSOCIATES APPAA [ SE RS -CONSULTANTS 10 I+11ir: VALUATION ANALYSIS (Continued) SALES COMPARISON APPROACH: (Continued) Land Value: (Continued) Sales Comparison Analysis: Following are comments regarding the various sale properties employed herein. Data A Located on the west side of Newland Street, beginning 140 feet south of Slater Avenue, Huntington Beach. The property is improved with an older residential development which was demolished and cleared from the site at a reported cost of $135,000. The buyer intends to construct a residential development containing 13 dwelling units. The developable density reflects one unit per 2,780 square feet of land area. The parcel has an interior (versus corner) location, effectively rectangular land configuration, effectively level topography, and contains 36,138 square feet of land area. The purchase price was $1,400,000, all cash. The deed recorded March 29, 2016 as Document No. 130888. Further details regarding the transaction are summarized as follows: Grantor: Pacific Coast Community Church Grantee: Olson -Huntington Beach 3, LLC Assessor's Parcel No.: 167-492-05, 06 Data B Located at the southwest corner of Western Avenue and Rutledge Avenue, Stanton. The site is improved with a single family residence which represents relatively nominal value in a highest and best use context. The property is surrounded by apartment building complexes and can reportedly accommodate a development comprising 6 dwelling units reflecting a density of one unit per 3,021 square feet of land area. The parcel has a nonsignalized corner location along a moderately traveled thoroughfare across from industrial developments, trapezoidal land configuration, effectively level topography, and contains 18,125 square feet of land area. LIDGARDANDASSOCIATES APPRAISERS.CONSULTANTS 11 20D-49 VALUATION ANALYSIS (Continued) SALES COMPARISON APPROACH: (Continued) Land Value: (Continued) Sales Comparison Analysis: (Continued) The property was originally offered for sale at $650,000 and was on the market 144 days. The purchase price was $650,000, which included $162,500 cash down to a concurrent first trust deed note of 487,500 with First Cap. The cash down payment represents 25% of the total purchase price. The deed recorded April 15, 2016 as Document No, 165137. Further details regarding the transaction are summarized as follows: Grantor: Okada Revocable Trust Grantee: Martin & Carmen L. Leon Assessor's Parcel No.: 131-641-08 Data C Located at the southeast corner of Cypress Avenue and Adams Street, Santa Ana. The site was vacant at the time of sale; immediate development plans are unknown. Based on current zone standards, the site can accommodate two dwelling units. The developable density reflects one unit per 4,572 square feet of land area. The parcel has a nonsignalized corner location across from industrial uses and adjacent to a railroad corridor, effectively rectangular land configuration, level topography, and contains 9,148 square feet of land area. The property was originally offered for sale at $285,000 and was on the market 14 days. The purchase price was $273,000, all cash. The deed recorded May 23, 2016 as Document No. 230237. Further details regarding the transaction are summarized as follows: Grantor: PM Investment Groups, Inc. Grantee: Mira Properties, LLC Assessor's Parcel No.: 016-044-12 Data D Located on the west side of Hewes Street, beginning 113 feet south of Chapman Avenue, Orange. The site was vacant at the time of sale and situated within a commercial zone district. An LrDOARDAND ASSOCIATES APPRAISERS -CONSULTANTS 12 20D-50 VALUATION ANALYSIS (Continued) SALES COMPARISON APPROACH: (Continued) Land Value: (Continued) Sales Comparison Analysis: (Continued) application for a change of zoning was processed during escrow to allow for a multiple family residential development comprising 12 dwelling units. The developable density reflects one unit per 1,641 square feet of land area. The parcel has an interior (versus corner) location, rectangular land configuration, effectively level topography, and contains 19,688 square feet of land area. The purchase price was $950,000, all cash and was entitled for development upon closing of escrow. The property reportedly sold at a discount due to a joint venture agreement between the buyer and seller. The deed recorded September 9, 2016 as Document No. 434671. Further details regarding the transaction are summarized as follows: Grantor: SMRS Properties, LLC Grantee: Encore -Hewes, LLC Assessor's Parcel No.: 392-181-21 Data E Located on the north side of Kermore Lane, beginning 172 feet west of Keenan Place, Stanton. The site is improved with an older residential development representing relatively nominal value in a highest and best use context. The site can reportedly accommodate five dwelling units reflecting a developable density of one unit per 4,083 square feet of land area. The parcel has an interior (versus corner) location, rectangular land configuration, effectively level topography, and contains 20,413 square feet of land area. The property was originally offered for sale at $730,000, and was on the market 22 days. The purchase price was $730,000, all cash. The deed recorded February 16, 2017 as Document No. 104394. Further details regarding this transaction are summarized as follows: LIDGARD AND A.SSOC:IATES APPRAISERS -CONSULTANTS 13 20D-51 VALUATION ANALYSIS (Continued) SALES COMPARISON APPROACH: (Continued) Land Value: (Continued) Sales Comparison Analysis: (Continued) Grantor: Soon Kap Hahn Grantee: Gerhardt 8. Schupmann Assessor's Parcel No.: 079-751-08 Data F Located on the east side of Bewley Street, beginning 80 feet north of 11 'h Street, Santa Ana. The site was vacant at the time of sale; immediate development plans are unknown. The site can reportedly accommodate three dwelling units reflecting a developable density of one unit per 6,732 square feet of land area. The parcel has an interior (versus corner) location, rectangular land configuration, effectively level topography, and contains 20,196 square feet of land area. The property was originally offered for sale at $720,000, and was on the market 48 days. The purchase price was $620, all cash. The deed recorded July 14, 2017 as Document No. 289728. Further details regarding this transaction are summarized as follows: Grantor: John T. Robertson Grantee: John Le & Teresa Huynh Assessor's Parcel No.: 198-102-20 Reference the Market Analysis Comparison Grid set forth on the following facing page. The land sale properties have been compared to the subject property with consideration assigned to property rights conveyed, conditions of sale, sale terms (financing), as well as the significant elements of comparability. By way of review and comparison, the subject property has a nonsignalized corner location at the intersection of two secondary streets. The site has a rectangular land configuration, effectively level topography, and contains 26,598 square feet of land area. The subject property has been considered and appraised herein based on the hypothetical condition that full entitlements have been achieved for the development of a 7 -unit townhouse complex as proposed. LUDOnxDANnASSOC S A P P RA ] S E R S -CONSULTANTS 201-52 VALUATION ANALYSIS (Continued) SALES COMPARISON APPROACH. (Continued) Land Value: (Continued) Sales Comparison Analysis: (Continued) All of the sale transactions employed herein were considered helpful in the land valuation analysis of the subject property. The purchase price per square foot of land area has been utilized herein as the primary indication of value due to the wide variation of developable densities among the sale properties. Following is a summary relating the overall comparability of the individual consummated sale properties employed in the subject land value analysis. Value Data Indication Per SF C lower range $29.84 F lower range $30.70 E slightly lower range $35.76 B slightly lower range $35.86 Subject - - - - $40.00 A slightly upper range $42.48 D upper range $48.25 After considering the various elements of comparability, as well as economic and financial conditions prevailing during the consummation of the various sale properties, when compared to current market conditions, it is the appraiser's opinion that the unencumbered fee simple market value of the subject site, as if vacant and available for a highest and best use development, is estimated at $40.00 per square foot of land area, as follows: 26,598 sf Q $40.00 = $1,063,920. Adjusted: $1,065,000. FINAL ESTIMATE OF MARKET VALUE: Based on the foregoing valuation study, the unencumbered fee simple market value of the subject property, as of the date of value employed herein, is estimated at $1,055,000. LIDGARD AND ASSOCIATES APPRAISERS -CONSULTANTS 1s 20D-53 VALUATION ANALYSIS (Continued) EXPOSURE TIME: Exposure time is defined in the 2014-2015 Edition of the Uniform Standards of Professional Appraisal Practice as the "estimated length of time that the property interest being appraised would have been offered on the market prior to the hypothetical consummation of a sale at market value on the effective date of the appraisal." Exposure time is a retrospective opinion based on an analysis of past events assuming a competitive and open market. The reasonable exposure time is a function of price, time, and use, not an isolated opinion of time alone. The exposure time of a particular property is a direct function of supply and demand within a particular market segment. Generally, a higher demand results in a shorter marketing period. During the course of extensive market research, interviews were conducted of parties involved in the transactions regarding the sale properties employed in the Sales Comparison Approach. Based on said interviews, as well as interviews with a number of real estate brokers and other market participants, the exposure time estimated for the subject property, assuming an aggressive and comprehensive marketing program, is estimated at approximately six to nine months. LIDGARI) AND ASSOCIATES APPRAISERS -CONSULTANTS 16 20D-54 MARKET DATA SUMMARY RESIDENTIAL LAND VALUE INDICATORS: 'Inclusive of estimated demolition and clearing expenses. 'Property rezoned for development of multiple family housing. LIDGARD AND ASSOCIATES APPRAISERS -CONS UL"TANTS 1 20D-55 No. Dev. Data Oate Zoning Land Area nit I-ensity Sale PricePer SF A. 3-16 RM 36,138 sf 13 1/2,780 sf $1,535,000.' $42,48 W/S Newland St., 140' S/O Slater Ave., Huntington Beach B. 4-16 RH 18,125 sf 6 1/3,021 sf $ 650,000. $35.86 SWC Western Ave, and Rutledge Ave., Stanton C. 5-16 R-2 9,148 sf 2 1,4,574 sf $ 273,000. $29.84 SEC Cypress Ave. and Adams St., Santa Ana D. 9-16 C-12 19,688 sf '12 1/1,641 sf $ 950,000. $4825 W/S Hewes St., 113' S/O Chapman Ave„ Orange E. 2-17 RM 20,413 sf 5 1/4,083 sf $ 730,000. $35.76 N/S Kermore Ln., 172'W/0 Keenan PL, Stanton F. 7-17 R-2 20,196 sf 3 1/6,732 sf $ 620,000. $30.70 E/5 Bewley St., 80' N/O 1 VSt., Santa Ana 'Inclusive of estimated demolition and clearing expenses. 'Property rezoned for development of multiple family housing. LIDGARD AND ASSOCIATES APPRAISERS -CONS UL"TANTS 1 20D-55 LIDGARD AND ASSOCIATES APPRAISERS -CONSULTANTS 20D-56 MARKET DATA A vvesr siae or Newland Street, beginning 140 feet south of Slater Avenue, Huntington Beach. GRANTOR: Pacific Coast Comm. Church APN: 167-492-05,06 GRANTEE: Olson -Huntington Beach 3, LLC LAND SIZE: 36,138 sq.ft SALE DATE: March 29, 2016 ZONING: RM DOC. NO.: 130888 NO. UNITS: 13 SALE PRICE: $1,535,000, inclusive of demo-. DOC. STAMPS: $1,540.00 lition and clearing expenses. H & B USE: Residential PRESENT USE: Vacant land TERMS: All cash IMPROVEMENTS: Older bldgs. at time of sale. ENTITLEMENTS: None DEVEL. DENSITY: 1 unit/2,780 SF VALUE INDICATION: $42.48 per SF land. DATE INSPECTED: March 10, 2017 BY: Scott A. Lidgard, MAI LIDGAP,D AND ASSOCIATES A PPRA ISE RS -CONSULTANTS 20b-57 MARKET DATA A (Continued) 44 �uU b SLATER i. �y i i AVENJ/E 4 i I + TRA T -f _ JN x �, Q = Q TRACT i 1Q ® Q ii v r i ,..., a em ® O -Ala ar9,a F, IJ C i 3 © O i la o N i T •491 TRACT w �' v O� O i ON " x xl ..Jx N {i I ® w Q : ® 21 RR®i O P © @ N TRYnN.ery.Jx O Na 4682 t O LOT i ®. t 2 VERIFICATION: Document of public record and CoStar Comps. LIDOARD AND ASSOCIATES APPRAISERS -CONSULTANTS 3 20D-58 MARKET DATA B �.•-��. �� �W1 rvcolcl II f VWIIUU anu nuueuye revenue, aianion. Improvements in photograph contribute relatively nominal value in a highest and best use context. GRANTOR: Okada Revocable Trust APN: 131-641-08 GRANTEE: Martin & Carmen L. Leon LAND SIZE: 18,125 sq.ft. SALE DATE: April 15, 2016 ZONING: RH DOC. NO.: 165137 NO. UNITS: 6 SALE PRICE: $650,000. DOC. STAMPS: $715.00 H & B USE: Residential PRESENT USE: Residential TERMS: 25% cash down IMPROVEMENTS: Older imps. of ENTITLEMENTS: None VALUE INDICATION: DATE INSPECTED: March 10, 2017 nominal value. DEVEL. DENSITY: 1 unit/3,021 sf $35.86 per SF land. BY: Scott A. Lidgard, MAI 1.1 GARDANDASSOCIA'T'ES APPRAISE RS-CONSU LI'ANTS n 20D-59 MARKET DATA B (Continued) R C. A� <W eue TRACT ♦1 � 4�, y✓ A yy nv b gismol)Q F+� TRACT J W W o c ✓ ✓ . O I \ ✓ Yhtt >48E 1 63 C7 VERIFICATION- Document of public record, Costar Comps, and Jesse James, broker representing grantor. LIDGARD AND ASSOCIATES APPRAISERS -CONSULTANTS El 20D-60 MARKET DATA C Southeast corner of Cypress Avenue and Adams Street, Santa Ana. GRANTOR: PM Investment Groups, Inc. APN: GRANTEE: Mira Properties, LLC LAND SIZE: SALE DATE: Mary 23, 2016 ZONING: DOC. NO.: 230237 NO. UNITS: SALE PRICE: H&BUSE: TERMS: $273,000. Residential All cash ENTITLEMENTS: None VALUE INDICATION: DOC. STAMPS: PRESENT USE: 016-044-12 8,801 sci t. R-2 `IA $300.30 Vacant land IMPROVEMENTS: None at time of sale DEVEL. DENSITY: 1 unit/4,401 sf $31.02 per SF land. DATE INSPECTED: September 23, 2016 BY: Scott A. Lidgard, MAI LIDGARD AND ASSOCIATES APPRAISERS -CONSULTANTS 6 20D-61 MARKET DATA C (Continued) l 03 L AWS I N VERIFICATION: Document of public record, Multiple Listing Service, and Henry Mai, agent representing grantee. LIDGARD AND ASSOCIATES APPRAISERS -CONSULTANTS 7 20D-62 V�j ytD �I .���� N VERIFICATION: Document of public record, Multiple Listing Service, and Henry Mai, agent representing grantee. LIDGARD AND ASSOCIATES APPRAISERS -CONSULTANTS 7 20D-62 MARKET DATA D West side of Hewes Street, beginning 113 feet south of Chapman Avenue, Orange. Improvements in photograph constructed subsequent to the sale. GRANTOR: SMRS Properties, LLC APN: 392-181-21 GRANTEE: Encore -Hewes, LLC LAND SIZE: 19,688 sq.ft. SALE DATE: September 9, 2016 ZONING: C-1 DOC. NO.: 434671 NO. UNITS: 12 SALE PRICE: $950,000. DOC. STAMPS: $1,045.00 H & B USE: Residential TERMS: All cash ENTITLEMENTS: Yes VALUE INDICATION: DATE INSPECTED: March 10, 2017 PRESENT USE: Res. Bevel. under const. IMPROVEMENTS: None at time of sale DEVEL. DENSITY: 1 unit/1,641 sf $48.25 per SF land. BY: Scott A. Lidgard, MAI LIDGARD AN][) ASSOCIATES APPRAISERS -CONSULTANTS a 20D-63 MARKET DATA D (Continued) t r -a BPWES -, PAe , 'I sABCBAB raa.`w awon ——sYBeer , —� S Y on on o 'I sABCBAB raa.`w awon ——sYBeer , —� -, i Srx 1 9 v' VERIFICATION: Document of public record, Multiple Listing Service, and Roger Niez, agent representing grantor. LIDGARD AND ASSOCIATES APPRAISERS -CONSULTANTS 9 20D-64 S -, i Srx 1 9 v' VERIFICATION: Document of public record, Multiple Listing Service, and Roger Niez, agent representing grantor. LIDGARD AND ASSOCIATES APPRAISERS -CONSULTANTS 9 20D-64 MARKET DATA E 1. Improvements in photograph contribute relatively nominal value in a highest and best use context. GRANTOR: Soon Kap Hahn APN: 079-751-08 GRANTEE: Gerhardt B. Schupmann LAND SIZE: 20,413 sq.ft. SALE DATE: February 16, 2017 NO. UNITS: 5 DOC. NO.: 104394 CORNER: No SALE PRICE: $730,000. DOC. STAMPS: $803.00 H & B USE: Residential PRESENT USE: Residential use TERMS: All cash IMPROVEMENTS: Older imps. at time of sale. ENTITLEMENTS: None DEVEL. DENSITY: 1 unit/4,083 sf VALUE INDICATION: $35.76 per SF land. DATE INSPECTED: March 10, 2017 BY: Scott A. Lidgard, MAI, CCIM LIDGARD AND ASSOCIATES APPRAISERS -CONSULTANTS 10 20D-65 MARKET DATA E (Continued) JRACr u TRACT s rr .O r ®. 75 `•'wl.' Iii '. Qi n. muvr eQQ I I © f � I I I 6D.i 413 I ------ - _______ O O O ;O i1 751 ® II O I NEENAN i NO. /7631 11769 ? Y9 AF.91W.9E r. .1 CANE $r I y O O O TRACT .O ®. 75 `•'wl.' Iii '. Qi n. muvr eQQ I I © f � I I I 6D.i 413 ws NO. /7631 VERIFICATION: Document of public record, Multiple Listing Service, and Paul Kubisen, agent representing grantor. 11 GARDANDASSOCIATES APP RA f S£RS-CONSULTANTS .y 20D-66 MARKET DATA F GRANTOR: GRANTEE: SALE DATE: DOC. NO.: SALE PRICE: H & B USE: TERMS: John T. Robertson APN: John Le & Teresa Huynh LAND SIZE: July 14, 2017 NO. UNITS: 289728 CORNER: $620,000. DOC. STAMPS: Residential PRESENT USE: 198-102-20 20,196 sq.ft. 3 No $682.00 Vacant land All cash IMPROVEMENTS: None at time of sale. ENTITLEMENTS: None DEVEL. DENSITY: 1 unit/6,732 sf VALUE INDICATION: $30.70 per SF land. DATE INSPECTED: October 12, 2017 BY: Scott A. Lidgard, MAI, CCIM LIDGARD AN D ASSOCIATES AYYRAISF RS -CONSULTANTS 201b-67 MARKET DATA F (Continued) x wAavewrtw rvacr ` n l02 � O © 1 i x 0 i nwxx a o 0 0 I 'Q' t• Q' Qi O x ` n l02 rmxrO• O � x Q 703 �lfNCRN' Mr Q 4:7 Q r VERIFICATION: Document of public record, Multiple Listing Service, and Audrey Savopolos, agent representing grantor. LIDOA ,D AND ASSOCIATES APPRAISERS-CONSUUTANT 13 20D-68 See Photo No. 1 on first page of Subject Property Section. property from the intersection of Washington Avenue and Penn Way. property from Washington Avenue. LIDGA-DANDASSOCIATES APPRAISERS -CONSULTANTS 20D-69 PHOTO NO. 3: View looking southwesterly at the subject property from Penn Way. LIDOARD AND ASSOCIATES A PPRA ISF.RS-CONSULTANTS 20D-70 Avenue from the intersection of Penn Way. subject property at left -center of photo- graph. LIDGA ,D AND ASSOCIATES APPRAISERS-CONSU CCA NTS 20D-71 from the intersection of Washington Street. Way; subject photograph. property at right -center of LID GARDANDASSOCIATES A P PRAISERS -CONSULTANTS 20D-72 20D-73 Scott A. Lidgard, MAI, CCIM President of LIDGARD AND ASSOCIATES INCORPORATED Full service appraisal firm encompassing all types of real property including commercial, industrial, complex residential, and special use properties. Scott A. Lidgard has over 30 years' experience in the appraisal of real property for various clients including public agencies, corporations, law firms in connection with litigation support, accountants, and private clients. OFFICE ORGANIZATIONAL STRUCTURE: Principal Appraiser: Market Research Analysi: Market Research Analyst: Market Research Analyst: Market Research Assistant: Office Administrator: Office Assistant: Scott A. Lidgard Jason T. Clayton Jason P. Boyer Andrew S. Lidgard Mayra Villegas-Garcia Sarah A. Petty Kelly M. Lidgard PROFESSIONAL ORGANIZATION AFFILIATIONS: MAI Designated Member of the Appraisal Institute (Member No. 11715). CCIM (Certified Commercial Investment Member) designated member of the CCIM Institute (Member No. 11262). STATE CERTIFICATION' Certified General Real Estate Appraiser by the Office of Real Estate Appraisers, State of California. Certificate No. AG004014. BROKER'S LICENSE: Licensed California Real Estate Broker (License No. 00825141). EXPERT WITNESS: Qualified as an expert on Real Property Valuation in the Los Angeles, Orange, San Bernardino, and Riverside County Superior Courts, as well as Federal Bankruptcy Court. LIDGARD ANDASSOCIATES A PP RAIS ERS -CONSULTANTS 20D-74 BACKGROUND AND QUALIFICATIONS (Continued) California State University, Fullerton B.A., Business Administration, emphasis in real estate finance. Successfu8y completed various educational courses and seminars sponsored by the Appraisal Institute, as well as other real estate and business organizations. BUSINESS AFFILIATIONS: Appraisal Experience: President, Lidgard and Associates, Inc., Orange, California, established October 1, 1997. Vice President, R. P. Laurain & Associates, Inc., Long Beach, California, between 1984 and 1997. Real Estate Sales Associate, Merrill Lynch Realty, Placentia, California, between 1982 and 1984. Sergeant at Arms, Long Beach Rotary President, Belmont Estates HOA, Orange Vice President, Canyon Rim Villas HOA, Anaheim Hills Treasurer, Orchard Owner's Association, Orange Board of Directors, Villa Heights HOA, Villa Park I q4;1 4 ill Real estate appraisal services performed on projects for the following public agencies and private corporations, since 1984: Cities: City of Anaheim City of Azusa City of Baldwin Park City of Bell City of Bellflower City of Bell Gardens City of Brea City of Carson City of Cathedral City City of Costa Mesa City of Diamond Bar City of Downey City of Fullerton City of Garden Grove City of Glendora City of Hawaiian Gardens City of Highland City of Huntington Park City of Indio City of Irvine City of La Mirada City of La Habra City of La Quinta City of Laguna Hills City of Long Beach City of Lynwood City of Mission Viejo City of Montclair City of Monterey Park City of Murrieta City of Ontario City of Palm Desert City of Palm Springs City of Pasadena City of Pico Rivera City of Placentia City of Pomona City of Rancho Mirage City of Redondo Beach LID GARDANDASSOCIATES AP P R A IS E RS -CONSULTANTS 20D-75 BACKGROUND AND QUALIFICATIONS (Continued) APPRAISAL SERVICES RENDERED (Continued) Cities: (Continued) City of Rialto City of Santa Ana City of Upland City of Riverside City of Santa Clarita City of Whittier City of San Clemente City of Signal Hill City of West Covina City of San Bernardino City of Stanton City of Yorba Linda City of San Juan Capistrano City of Tustin City of Victorville Redevelopment Agencies: Baldwin Park Redevelopment Agency Bell Redevelopment Agency Bell Gardens Redevelopment Agency Buena Park Redevelopment Agency Carson Redevelopment Agency Cathedral City Redevelopment Agency EI Monte Redevelopment Agency Garden Grove Redevelopment Agency Glendale Redevelopment Agency Huntington Beach Redevelopment Agency Huntington Park Redevelopment Agency Inglewood Redevelopment Agency La Puente Redevelopment Agency Long Beach Redevelopment Agency Los Angeles Community Redevelopment Agency Norwalk Redevelopment Agency Ontario Redevelopment Agency Palm Desert Redevelopment Agency Rialto Redevelopment Agency Riverside Redevelopment Agency San Bernardino Redevelopment Agency Signal Hill Redevelopment Agency West Covina Community Development Commission Whittier Redevelopment Agency Yorba Linda Redevelopment Agency Other Government Agencies: Calleguas Municipal Water District County of Los Angeles, Internal Services Division County of Riverside Inland Empire Utilities Agency Long Beach Unified School District Los Angeles County Sanitation District Los Angeles Unified School District Orange County Transportation Authority Palm Springs Unified School District LIDO' ARD AND ASSOCIATES APPRAISERS -CONSULTANTS 20D-76 BACKGROUND AND QUALIFICATIONS (Continued) APPRAISAL SERVICES RENDERED (Continued) Other Government Agencies: (Continued) Placentia Unified School District Port of Long Beach Port of Los Angeles Resolution Trust Corporation Riverside County Transportation Commission State of California U. S. Department of Navy U. S. Marshal Service Victor Valley Wastewater Reclamation Authority Financial Institutions: American First Federal Credit Union Farmers and Merchants Bank First Federal Bank First Federal Credit Union Fiscal Federal Credit Union Harbor Bank Long Beach Bank Mineral King National Bank Northern Trust Bank Queen City Bank Sumitomo Bank, Ltd. Union Bank Asset Management Companies: Amresco, Inc. American Residential Mortgage Corporation BEI Management, Inc. Emerson International Equitable Real Estate Investment Management EQ Services Icon Associates Independence One Pacific Southwest Partners Private Companies/Corporations: Allstate Insurance Company Best, Best & Krieger, LLP Bonnie, Hopkins & Bastardi, LLP Bridgestone/Firestone, Inc. Black & Vetch Corporation Buchalter Nemer, A Professional Corporation Burke, Williams & Sorenson, LLP California Eminent Domain Law Group LIDGARD AND ASSOCIATES APPRAISERS -CONSULTANTS 20D-77 BACKGROUND AND QUALIFICATIONS (Continued) APPRAISAL SERVICES RENDERED (Continued) Private Companies/Corporations: (Continued) Carl Karcher Enterprises Chapman University Century Law Group Daley & Heft, LLP Eastman Kodak Company Ferro Corporation Flagstar Companies Guild Financial Hahn & Hahn, LLP Harbor Chevrolet Inland Partners Corporation Kaufman and Broad Latham & Watkins, Attorneys at Law Long Beach Memorial Medical Center Madden, Jones, Cole & Johnson, Attorneys at Law Oliver, Vose, Sandifer, Murphy & Lee Pan Pacific Development Rutan & Tucker, LLP Scotsdale Insurance Snell & Wilmer, Attorneys at Law T.R.W. The Trust for Public Land Westport Packers Windes and McClaughry, Accountancy Corporation Wise, Wiezorek, Timmons & Wise, Attorneys at Law LIDGARDANDASSOCIATES APPRAISERS -CONSULTANTS 20D-78 PURCHASE AND SALE AGREEMENT FOR ACQUISITION OF REAL PROPERTY AND BILATERAL ESCROW INSTRUCTIONS THIS AGREEMENT (hereinafter "PSA"), entered into on , 2018, between the CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California (hereinafter "City" or "Buyer"), and, Pacific.Legacy�Real Estate and Investments Inc. a California Corporation (hereinafter "Seller"), regardless of number or gender; THEREFORE, for and in consideration of their mutual promises, covenants and agreements, and subject to the terms, conditions and provisions of this PSA, Seller agrees to sell to City, and City agrees to purchase from Seller, that certain real property (hereinafter "Said Real Property") legally described as follows: SEE EXHIBIT "A" —Legal Description ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF (Commonly known as 651-657 East Washington Avenue, Santa Ana CA) (APN: 398-152-16 & 398-150-02,) Said purchase and sale of Said Real Property shall be in accordance with and subject to all of the following terms, conditions, promises, covenants, agreements and provisions, to wit: 1. Conveyance by Seller. Seller agrees to convey said real property to City, by Grant Deed, at the office of Commonwealth Title Company at 4100 Newport Place Dr. Suite 120 Newport Beach, California, within sixty (60) days from and after the date on which the City has approved this Agreement. 2. Title to be Conveyed. Seller agrees that, except as may hereinafter be otherwise expressly provided, said real property shall be conveyed by Seller to City, as aforesaid, free and clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances (whether monetary or non -monetary, general or specific, including any and all leasehold Interests), liens, clouds or defects in title except those exceptions shown in Paragraph 14 below. Seller hereby warrants that the title to said real property to be conveyed by Seller to City shall be free and clear as provided above. Seller further agrees that acceptance by City of any deed to said real property, with or without knowledge of any condition, restriction, reservation, exception, easement, assessment, profit, limitation, encumbrance (whether monetary or non -monetary, general or specific, and including any and all leasehold interests), lien, cloud or defect in title, shall not constitute a waiver by City of its right to the full and clear title hereinabove agreed to be conveyed by Seller to City, nor of any right which might accrue to City because of the failure of Seller to convey title as hereinabove provided. 3. Title Insurance. Seller agrees to deliver to City, concurrently with the conveyance of said real property to City, within the time and at the place hereinabove specified for said conveyance of said real property, a policy of title insurance to be issued by the above mentioned title company, with the City therein named as the insured, in the amount of One Million Sixty Five Thousand Dollars ($1;065;000.00) insuring the title of the City to said real property is free and clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances (whether monetary or non - monetary, general or specific, and including any and all leasehold interests), liens, clouds or defects in title, excepting such specific ones as city may hereinafter expressly agree to take subject to. Acceptance by City of any such policy of insurance, whether such insurance complies with the requirements of this paragraph or not, shall not constitute a waiver by City of its right to such insurance as is herein required of Seller, nor a waiver by the City of any rights of action for damages or any other rights which may accrue to City by reason of the failure of Seller to convey title or to provide title insurance as required in this Agreement. Exhibit 3 20D-79 4. Escrow. City agrees to open an escrow at the office of Commonwealth Title Company at 4100 Newport Place Dr. Suite 120 Newport Beach, California, (the Escrow Agent) within five (5) days from and after the date on which the City has approved this Agreement. This Agreement constitutes the joint escrow instructions of the City and the Seller and a duplicate original of this Agreement shall be delivered to the Escrow Agent upon the opening of the escrow. Escrow to close within sixty (60) days of the City's execution of this Agreement. If escrow is not in a condition to close by the Close of Escrow, and failure to close is due to unforeseen conditions of title or interest of third parties In the Property that cannot be resolved In Escrow, then buyer may, at its option, request cancellation of escrow and this Agreement and return of any funds it has deposited into escrow. Thereupon, all obligations and liabilities of the Parties under this Agreement shall cease and terminate. If no such request is made, Escrow shall be closed as soon as possible thereafter. Buyer shall be entitled to possession of the Property immediately upon close of Escrow. The Escrow Agent hereby is empowered to act under this Agreement, and upon indicating its acceptance of this Section 4 and of the General Provisions described in Exhibit "B" attached hereto and incorporated herein by this reference, in writing, delivered to the City and to the Seller within five (5) days after delivery of this Agreement, shall carry out its duties as Escrow Agent hereunder. City and Seller agree to split and Escrow Agent is hereby authorized to charge to the City and Buyer the cost of any transfer taxes, recording fees, cost of title insurance, re -conveyance fees, document preparation fees, escrow fees and any other closing costs incidental to the conveying of said real property to City. Penalties for prepayment of bona fide obligations secured by any existing deed of trust or mortgage shall be waived pursuant to Civil Code Procedures Section 1265.240, The liability to the Escrow Agent under this Agreement is limited to performance of the obligations Imposed upon It under Section 4, Section 6, and Exhibit "B" of the General Provisions of this Agreement, 5. Property Taxes. Such real property taxes, if any, on said real property for the fiscal year within which said real property is conveyed to City as are unpaid at the time of said conveyance shall be cleared and paid in accordance with the provisions of Section 4986 of the Revenue and Taxation Code of the State of California. Seller shall be eligible for a refund under Section 5096.7 of the Revenue and Taxation Code of the State of California for that portion of property taxes on said real property for said fiscal year which have been paid prior to the date the deed conveying said real property to City is recorded which is allocable to that portion of the fiscal year which begins on the date the deed conveying said real property to City Is recorded and made uncollectible if unpaid by reason of Section 5086 of the Revenue and Taxation Code of the State of California. To the extent that Seller has prepaid any taxes or assessments attributable to the Property; Seller shall be solely responsible for obtaining any refund due thereon from the taxing authority. Upon written request, Buyer shall assist Seller, at Seller's sole cost, in obtaining said refund, if any; however, in no case shall Buyer credit or otherwise pay Seller for that refund, If any, through or outside of Escrow. All unpaid taxes on said real property for any and all years prior to the fiscal year within which said conveyance is made shall be paid by Seller before conveyance of said real property to City. 6. Payment of Purchase Price, City agrees to pay to Seller, and Seller agrees to accept from City, as and for the full purchase price for said real property, severance damages, and Seller's financing costs of $18,750 for five months from October 2017 to February; 2018 for the total sum of One Million Eighty Three Thousand Seven Hundred Fifty Dollars ($1;083,750:00). City agrees to deposit said purchase price in escrow with the Escrow Agent within thirty (30) days from and after the date on which the City has approved this Agreement, and the Escrow Agent is hereby authorized to pay the same to Seller upon and after: (a) Conveyance of said real property by Seller to City as hereinabove provided; (b) Acceptance by City of a Grant Deed conveying said real property to City; (c) Delivery to City of the policy of title insurance as hereinabove provided; r, Kli oo (d) Recordation of the Deed conveying said real property to City. 7, Possession. Seller agrees to deliver to City, on the date the Deed conveying said real property to City is recorded, quiet and peaceful possession of said real property, which shall be made free by Seller of all personal property, a. No later than three (3) days after close of escrow, Seller shall have removed all merchandise, inventory, equipment, personal property, and/or removable trade fixtures from the Property, and shall leave the Property in a broom swept condition. Any merchandise, inventory, equipment, personal property, and/or removable trade fixtures at the Property as of three days after close of escrow shall be deemed abandoned by Seller on that date, unless a prior written agreement has been made with the City or its representatives. 81 Waivers. The waiver by City of any breach of any covenant or agreement herein contained on the part of the Seller shall not be deemed or held to be a waiver of any subsequent or other breach of said covenant or agreement nor a waiver of any breach of any other covenants or agreements contained herein. 9, Heirs, Assigns, Successors -in -Interest,. This PSA, and all the terms, covenants and conditions hereof, shall apply to and bind the heirs, executors, administrators, successors and assigns of the respective Parties hereto. 10, Time is of the Essence, In all matters and things hereunder to be done and In all payments hereunder to be made, time is and shall be of the essence. 11. Acknowledgement of Full Benefits and Release. By execution of this Agreement, Seller hereby acknowledges that this Agreement provides full payment for the acquisition of the Property by Buyer, and Seller hereby expressly and unconditionally waives any claim for damages, interest, loss of goodwill, severance damages, or any other compensation or benefits other than as already expressly provided for In this Agreement, It being understood that this Is a complete and full settlement of all acquisition claims, liabilities, or benefits of any type or nature whatsoever relating to or in connection with the acquisition of the Property. 12. Notices, The mailing address of the City of Santa Ana Is 20 Civic Center Plaza, M-36, P.O. Box 1988, in the City of Santa Ana 92701, County of Orange, State of California. The mailing address of the Seller is 17853 Santiago Blvd. # 107-484, Villa Park CA 92861. 13. Exceptions, City agrees to accept title to said real property subject to the following: NONE. 14, Entire Agreement. It is mutually agreed that the Parties hereto have herein set forth the whole of their Agreement. Performance of this PSA by City shall lay at rest, each, every, and all issue(s) that were raised or could have been raised in connection with the acquisition of Said Real Property by City. 15, Hazardous Waste. Neither Seller nor, to the best of Seller's knowledge, any previous owner, tenant, occupant, or user of the Property used, generated, released, discharged, stored, or disposed of any hazardous waste, toxic substances, or related materials ("Hazardous Materials") on, under, in, or about the Property, or transported any Hazardous Materials to or from the Property. Seller shall not cause or permit the presence, use, generation, release, discharge, storage, or disposal of any Hazardous Materials on, under, in, or about, or the transportation of any Hazardous Materials to or from, the Property. The term "Hazardous Material" shall mean any substance, material, or waste which is or becomes regulated by any local governmental authority, the State of California, or the United States Government, including, but not limited to, any material or substance which is (i) defined as a "hazardous waste", "extremely hazardous waste", or "restricted hazardous waste" under Section 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as "hazardous substance" under Section 25316 of the California Health and Safety Code, Division w 20D-81 20, Chapter 6.8 (Carpenter -Presley -Tanner Hazardous Substance Account Act), (Iii) defined as a "hazardous material", "hazardous substance", or "hazardous waste" under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) defined as a "hazardous substance" under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6,7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) asbestos, (vii) polychlorinated biphenyls, (viii) listed under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, (ix) designated as a "hazardous substances" pursuant to Section 311 of the Clean Water Act, (33 U.S.C. 51317), (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. 56901 at sem. (42 U.S.C. 56903) or (A) defined as a "hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, as amended by Liability Act, 42. U.S,C. 59601 et seg. (42 U.S.C. S9601), 16, Compliance With Environmental Laws. To the best of Seller's knowledge the Property complies with all applicable laws and governmental regulations including, without limitation, all applicable federal, state, and local laws pertaining to air and water quality, hazardous waste, waste disposal, and other environmental matters, Including, but not limited to, the Clean Water, Clean Air, Federal Water Pollution Control, Solid Waste Disposal, Resource Conservation Recovery and Comprehensive Environmental Response Compensation and Liability Acts, and the California Environment Quality Act, and the rules, regulations, and ordinances of the city within which the subject property Is located, the California Department of Health Services, the Regional Water Quality Control Board, the State Water Resources Control Board, the Environmental Protection Agency, and all applicable federal, state, and local agencies and bureaus. 17. Indemnity, Seller agrees to indemnify, defend and hold the City harmless from and against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense (including, without limitation, attorneys' fees), resulting from, arising out of, or based upon (i) the presence, release, use, generation, discharge, storage, or disposal of any Hazardous Material on, under, in or about, or the transportation of any such materials to or from, the Property, or (ii) the violation, or alleged violation, of any statute, ordinance, order, rule, regulation, permit, judgment, or license relating to the use, generation, release, discharge, storage, disposal, or transportation of Hazardous Materials on, under, in, or about, to or from, the Property. This indemnity shall include, without limitation, any damage, liability, fine, penalty, punitive damage, cost, or expense arising from or out of any claim, action, suit or proceeding for personal injury (including sickness, disease, or death, tangible or intangible property damage, compensation for lost wages, business income, profits or other economic loss, damage to the natural resource or the environment, nuisance, pollution, contamination, leak, spill, release, or other adverse effect on the environment). This Indemnity extends only to liability created prior to or up to the date this escrow shall close. Seller shall not be responsible for acts or omissions to act post close of this escrow. 18. Contingency. It is understood and agreed between the parties hereto that the completion of this transaction, and the escrow created hereby, is contingent upon the specific acceptance and approval of the City herein, The execution of these documents and the delivery of same to Escrow Agent constitute said acceptance and approval. 19. Modification and Amendment. This PSA may not be modified or amended except In writing signed by the Seller and City. 20. Partial Invalidity. Any provision of this PSA that is unenforceable or Invalid or the conclusion of which would adversely affect the validity, legality, or enforcement of this PSA shall have no effect, but all the remaining provisions of this PSA shall remain in full force. 21. Captions. Captions and headings in this PSA, including the title of this PSA, are for convenience only and are not to be considered in construing this PSA. 22. Governing Law. This PSA shall be governed by and construed in accordance with the laws of the State of California. 20D-82 28, No Reliance By One Party On The Other. Each party has received independent legal advice from its attorneys with respect to the advisability of executing this PSA and the meaning of the provisions hereof. The provisions of this PSA shall be construed as to their fair meaning, and not for or against any party based upon any attribution to such party as the source of the language in question, 24. No Third Party Beneficiary. This PSA is intended to benefit only the Parties hereto and no other person or entity has or shall acquire any rights hereunder. 25. Duty To Cooperate Further. Each party hereby agrees that it shall, upon request of the other, execute and deliver such further documents (in form and substance reasonably acceptable to the party to be charged) and do such other acts and things as are reasonably necessary and appropriate to effectuate the terms and conditions of this PSA, without cost. 26. Applicability of Agreement To Assignees, This PSA shall be binding upon and shall inure to the benefit of the successors and assigns of the Parties to this PSA. 27. Authority to Execute Agreament. 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 PSA, 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, 28, Incorporation of Exhibits, All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this PSA. IN WITNESS WHEREOF, the Parties hereto have executed this PSA on the date and year first written above, SELLER: Pacific Legacy Real Estate and Investments Inc, a California Corporation By:: Its: CITY/BUYER City of Santa Ana Raul Godinez II City Manager ATTEST: Maria D. Huizar City Clerk Date: 1 ec to 26� Date: .2018 Date: __ _ 2018 20D-83 APPROVED AS TO FORM: I �VrVw�� Jo M. Funk Assistant City Attorney RECOMMENDED FOR APPROVAL Fred Mousavipour Executive Director Public Works Agency Date: 2018 EXHIBIT "A" LEGAL DESRIPTION ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS; PARCEL 1: THAT PORTION OF THOSE LANDS DESCRIBED IN A FINAL ORDER OF CONDEMNATION (ORANGE COUNTY SUPERIOR COURT CASE NO. 689625) TO THE STATE OF CALIFORNIA, RECORDED NOVEMBER 12, 1997 AS INSTRUMENT NO. 1997-576612 OF OFFICIAL RECORDS IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY, CALIFORNIA, LYING SOUTHWESTERLY AND NORTHWESTERLY OF THE FOLLOWING DESCRIBED LINE: BEGINNING AT A POINT ON THE NORTHEASTERLY RIGHT-OF-WAY OF THE SOUTHERN PACIFIC RAILROAD (100.00 FEET WIDE) SAID RIGHT-OF-WAY IS SHOWN ON RECORD OF SURVEY NO, 88- 1045, FILED IN BOOK 121, PAGE(S) 10THROUGH 12 OF RECORDS OF SURVEY IN SAID OFFICE, SAID POINT DISTANT THEREON NORTH 26'28'39" WEST, 127.61 FEET FROM THE SOUTHWESTERLY COMER OF THE LANDS DESCRIBED IN SAID FINAL ORDER OF CONDEMNATION AND SAID POINT ALSO BEING A CUSP OF A CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS O F 417.60 FEET (A RADIAL LINE THROUGH SAID POINT OF CUSP BEARS SOUTH 28° 59'34" WEST); THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 090 15'01" AN ARC DISTANCE OF 67.42 FEET; THENCE SOUTH 70° 16'27" EAST, 22.14 FEET TO THE BEGINNING OF A CURVE CONCAVE OUTHWESTERLY AND HAVING A RADIUS OF 196.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 200 12'39" AN ARC DISTANCE OF 6914 FEET; THENCE SOUTH 20° 19' 30"WEST 49.85 FEET TO THE SOUTHERLY LINE OF THE LANDS DESCRIBED IN SAID FINAL ORDER OF CONDEMNATION, PARCEL2: THAT PORTION .OFA 100.00 FOOT WIDE STRIP OF LAND SHOWN ON RECORD OF SURVEY NO. 88- 1045 RECORDED IN BOOK 121, PAGE(S) 10 THROUGH 12, INCLUSIVE OF RECORDS OF SURVEY IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY, CALIFORNIA AND FURTHER DESCRIBED AS A PORTION OF PARCEL "B" IN A GRANT DEED TO THE STATE OF CALIFORNIA RECORDED MAY 5, 2002 AS INSTRUMENT NO. 2002-0432665 OF OFFICIAL RECORDS IN SAID OFFICE, LYING WESTERLY, SOUTHWESTERLY AND SOUTHERLY OF THE SOUTHWESTERLY LINE OF RE -ALIGNED PENN WAY, AS SHOWN ON RECORD OF SURVEY NO, 2002-1059, RECORDED IN BOOK 194, PAGE(S) 28 THROUGH 36 OF RECORDS OF SURVEY IN SAID OFFICE. Assessor's Parcel Numbers: 398-150-02 & 398-152-16 20D-85 EXHIBIT "B" (Commonwealth Land Title Company) GENERAL. ESCROW PROVISIONS All disbursements shall be made by Escrow's check. All funds received in this escrow shall be deposited in one or more of your general escrow accounts with any bank doing business in the State of California and may be transferred to any other general escrow account or accounts. The expression "close of escrow" means the date on which instruments referred to herein are filed for record. All adjustments are to be made on the basis of a 30 -day month. Recordation of any instruments delivered through this escrow, if necessary or proper In the Issuance of a policy of title insurance called for, Is hereby authorized. There shall be no proration of any existing insurance policies in this escrow. You are to furnish a copy of these Instructions, amendments thereto, closing statements and/or any other documents deposited in this escrow to the lender or lenders, the real estate broker or brokers and/or the attorney or attorneys involved in this transaction upon request of such lenders, brokers or attorneys, Should you before or after close of escrow receive or become aware of any conflicting demands or claims with respect to this escrow or the rights of any of the parties hereto, or any money or property deposited herein affected hereby, you shall have the right to discontinue any or all further acts on your part until such conflict is resolved to your satisfaction, and you shall have the further right to commence or defend any action or proceedings for the determination of such conflict, The parties hereto jointly and severally agree to pay all costs, damages, judgments and expenses, including reasonable attorney's fees, suffered or incurred by you In connection with, or arising out of this escrow, including, but without limiting the generality of the foregoing, a suit in interpleader brought by you. In the event you file a suit In interpleader, you shall ipso facto be fully released and discharged from all obligations imposed upon you in this escrow. If for any reason funds are retained or remain In escrow, you are to deduct therefrom a reasonable monthly charge as custodian thereof of not less than $10.00 per month, Time is declared to be the essence of these instructions. If you are unable to comply within the time specified herein and such additional time as is required to make an examination of the official records, you will return all documents, money or property to the party entitled thereto upon satisfactory written demand and authorization. Any amendment of and/or supplement to any instructions must be In writing, The seller agrees to sell and the buyer agrees to buy the property herein described upon the terms hereof. These escrow instructions, and amendments hereto, may be executed in one or more counterparts, each of which independently shall have the same effect as If it were the original, and all of which taken together shall constitute one and the same Instruction. 20D-86 When recorded, please mail this instrument and tax statements to: Cleric of the Council City of Santa Ana 20 Civic Center Plaza, M-30 Santa Ana, California 92701 Free recording requested by THE CITY OF BANTA ANA PER GOVERNMENT CODE SECTION 6103. SPACE ABOVE TIES LINE FOR RECORDER'S USE CANCEL TAXES B APPROVED AS TO FORM BY ATTY. APPROVED BY DIRECDOR DESCRIPTION WRITTEN EY DESCRIPTIONA.P, CHECKED-Od(. NUMBER: 198-150-12& 195.152.16 PROIECT NUMBER GS 1-fiS7 8 Washington Avenue, Sante Ana, CA 92703 DEED NUMBER GRANTDEED FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Pacific Legacy Real Estate & Investments Inc. a California Corporation Do Hereby Grant to the CITY OF SANTA ANA, a charter City and municipal corporation duly organized under the Constitution and laws of the State of California, for public roadway purposes, all that real property In the City of Santa Ana, Orange County, State of California, located at 651-657 East Washington Avenue, Santa Ana, CA 92703,described as follows: SEE EXHIBIT "A" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF; Pacific Legacy Real Estate & Investments Inc. a California Corporation. 0 Its: 20D-87 rlf :: REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JANUARY 16, 2018 TITLE: CONTRACT AMENDMENT WITH GRAINGER, INC. FOR MAINTENANCE, REPAIR AND OPERATING TOOLS, EQUIPMENT AND SUPPLIES (SPEC. NO. 15-003) (STRATEGIC PLAN NO. 6,2) CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 16t Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER CIWJOANAGER RECOMMENDED ACTION Amend the contract with Grainger, Inc. for the purchase of non -inventory maintenance, repair and operating tools, equipment and supplies by $45,000 for an annual amount not to exceed $130,000, subject to non -substantive changes approved by the City Manager and City Attorney DISCUSSION The City establishes annual blanket orders with vendors that provide materials, supplies and services to City agencies and departments including Public Works, Police, Detention Facility, Building Maintenance and Parks and Recreation. Grainger, Inc. provides maintenance, repair and operating materials and supplies such as power tools, hardware, HVAC, electrical, plumbing, confined space and safety equipment and supplies. This contract is designed to provide City staff with quality products at competitive pricing resulting in significant savings based on quantity economy -of -scale pricing. In an effort to reduce contractual costs, departments responsible for maintenance and repairs to the City's infrastructure opted to have City staff perform some maintenance, repairs and light construction projects whenever possible. This growing volume of work during this contract period has resulted in an escalation of expenditures under this contract. Additional funds will allow staff to continue the ongoing demand for completing repairs and maintenance to the City's infrastructure. On February 3, 2015, the City Council awarded a three-year contract with provision for two one-year renewal options to Grainger, Inc. based upon a competitively bid contract awarded by the National Intergovernmental Purchasing Alliance purchasing cooperative. Staff recommends approval of the new annual amount through the end of the renewal options. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Strategic Goal #6 — Community Facilities & Infrastructure, Objective #2 (address deferred maintenance on City buildings and equipment). 22A-1 Contract Amendment for Maintenance and Repair Tools, Equipment and Supplies January 16, 2018 Page 2 FISCAL IMPACT Funds in the amount of $65,000 are available in FY 2017-18 (January — June 2018) as follows: Department Account No. FY 2017-18 Water Utility Water Production & Supply 06017640-63001 $15,000 Water System Maintenance 06017641-63001 $15,000 Police Building & Facility 01114403-63001 $13,000 Building Maintenance 1 07310100-63001 1 $12,000 Park Maintenance 1 01113250-63200 $10,000 TOTAL $65,000 Funds for the second year of the contract and the three one-year renewal periods will be budgeted and made available in FY 2018-19 to FY 2020-21 (July — December 2020) as follows: Department Account No. Anticipated Expenditure FY 2018-19 FY 2019-20 FY 2020-21 Water Utility Water Production 06017640-63001 $30,000 $30,000 $15,000 Water System Maintenance 06017641-63001 $30,000 $30,000 $15,000 Police Building & Facility1 01114403-63001 $26,000 $26,000 $13,000 Building Maintenance 07310100-63001 $24,000 $24,000 $12,000 Park Maintenance 01113250-63200 $20,000 $20,000 $10,000 Totals $130,000 1 $130,000 $65,000 Fr d Mousavipour Executive Director Public Works Agency ;al:entin Acting Chief of Police Santa Ana Police Department DS/sp APPROVED AS TO FUNDS AND ACCOUNTS: Frano�coGutierrezLkX(?z),EKr Executive Director Finance and Management Services Agency Ae Gerardo Mouet Executive Director Parks, Recreation & Community Services Agency 22A-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JANURAY 16, 2018 TITLE: AWARD BLANKET ORDER CONTRACT TO HOME DEPOT FOR CONSTRUCTION, MAINTENANCE AND REPAIR MATERIALS AND SUPPLIES (SPEC. NO. 17-121) {STRATEGIC PLAN NO. 6,2) CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO �_ FILE NUMBER C171YPANAGER RECOMMENDED ACTION Award a blanket order contract to Home Depot for the purchase of construction, maintenance and repair materials and supplies for a two-year period with provision for three one-year renewals, in an annual amount not to exceed $125,000, exercisable by the City Manager, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The Public Works Water Resources Division operates and maintains 20 active water wells, seven water pumping stations, which supply the City's drinking water, and a sanitary sewer system consisting of approximately 390 miles of pipelines. Home Depot provides maintenance and repair materials such as hardware, lumber, fasteners and hand and electric tools necessary to ensure these City assets provide a consistent level of service. Home Depot is also a local Santa Ana vendor offering a wide variety of materials, supplies, tools, equipment and a variety of sundry supplies for immediate electrical, plumbing and general repairs at various City buildings, including park facilities, libraries, recreation and senior centers, Santa Ana Zoo, City Hall, Corporate Yard, Police Administration and Holding Facility. Home Depot's proximity offers a fast and efficient way for City employees to quickly obtain materials and supplies required for daily operations. To facilitate this process, an annual blanket order contract will be established with Home Depot. Home Depot, a Santa Ana vendor, was awarded a five-year contract after a competitive bid was conducted by the US Communities, a national cooperative purchasing program. Santa Ana City Ordinance No. NS -2312 authorizes the City to purchase against such contracts. The contract also offers the City a 2% rebate on annual pre-tax purchases up to $100,000 and a 5% rebate on annual pre-tax purchases exceeding $100,000. Approval of the recommended action would allow the City to take advantage of the favorable pricing offered by the US Communities contract. 2213-1 Contract Award for Construction, Maintenance and Repair Materials and Supplies January 16, 2018 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 - Community Facilities & Infrastructure, Objective #2 (address deferred maintenance on City buildings and equipment). FISCAL IMPACT Funds in the amount of $62,500 are available in FY 2017-18 (January - June) as follows: Department Account No. FY 2017-18 Water Utility Water Production & Supply 06017640-63001 $15,000 Water System Maintenance 06017641-63001 $12,500 Police Building & Facility 01114403-63000 $10,000 Building Maintenance 07310100-63001 $7,000 Park Maintenance 01113250-63200 $18,000 TOTAL $62,500 Funds for the second year of the contract and the three one-year renewal periods will be budgeted and made available in FY 2018-19 to FY 2022-23 (July - December 2022) as follows: Department Account No. Anticipated Expenditure FY 2018-19 FY 2019-20 FY 2020-21 FY 2021-22 FY 2022-23 Water Utility Water Production 06017640-63001 $30,000 $30,000 $30,000 $30,000 $15,000 Water System Maintenance 06017641-63001 $25,000 $25,000 $25,000 $25,000 $12,500 Police Building & Facility 1 01114403-63000 $20,000 $20,000 $20,000 $20,000 $10,000 Building Maintenance 07310100-63001 $14,000 $14,000 1 $14,000 $14,000 1 $7,000 Park Maintenance 01113250-63200 $36,000 $36,000 $36,000 $36,000 $18,000 Totals 1 $125,000 1 $125,000 $125,000 1 $125,000 1 $62,500 d Mousavipour Executive Director Public Works Agency p in Acting Chief of Police Santa Ana Police Department DS/sp APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Ev Executive Director Finance and Management Services Agency Gerardo Mouet Executive Director Parks, Recreation & Community Services Agency 22B-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JANUARY 16, 2018 CLERK OF COUNCIL USE ONLY: TITLE: APPROVED AWARD BLANKET PURCHASE ORDER ❑ As Recommended CONTRACTS FOR PROMOTIONAL ITEMS ❑ Or Amended ❑ Ordinance on 1s` Reading & SERVICE AWARD (SPEC. NO. 17-125) ❑ Ordinance on 2n° Reading (STRATEGIC PLAN NO. 7,2) ❑ Implementing Resolution . ❑ Set Public Hearing For 690!A�- &WY MANAGER RECOMMENDED ACTION CONTINUED TO FILE NUMBER Award blanket purchase order contracts for promotional items and service awards for a two-year period expiring January 31, 2020, with provisions for three one-year renewals exercisable by the City Manager, in an annual amount not to exceed $75,000, subject to non -substantive changes approved by the City Manager and City Attorney, with the following vendors: Vendor Location Authentic Promotions.com Carmichael Geri's Screenprinting, LLC San Bernardino Promotethis! Huntington Beach TIE Consulting, Inc. Rancho Cucamonga DISCUSSION On September 16, 2014; City Council adopted a resolution declaring a Water Conservation Level 1 Shortage, which called for mandatory water conservation measures. As a result, Public Works Water Resources Division implemented a comprehensive water program to educate the community and promote water conservation. Although this program was implemented to address the Drought State Emergency declared by Governor Brown in 2014, the Public Works Water Resources Division staff continues to promote water conservation through this program which uses promotional items and'materials to educate the public. Promotional items are also used for community events sponsored by various City departments and agencies including Economic Development, Parks Recreation and Community Services and Police. In addition, the Personnel Department purchases years of service awards that are presented to employees in recognition of their service and contributions to the City at select council meetings as well as products used as incentives and prizes for participants in the Commuter Services Program. 22C-1 Contracts Award for Promotional Items and Service Awards January 16, 2018 Page 2 The notice inviting bids was advertised on November 8, 2017, on the City's online bid management and publication system. A summary of the bid invitations and bids received is as follows: 270 Vendors notified 2 Santa Ana vendors notified 24 Vendors downloaded the bid packet 13 Bids received 0 Bids received from Santa Ana vendors The bids were opened on November 29, 2017 and evaluated (Exhibit 1). The bids received from the four recommended vendors are responsive to the specifications and meet the City's requirements. Staff recommends awarding a contract to four vendors to allow for competitive quotes on any given job as well as flexibility in scheduling. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's effort to meet Strategic Goal #7 - Team Santa Ana, Objective #2 (establish communication plans to engage and inform employees and community about City objectives). FISCAL IMPACT Funds in the amount of $30,000 are available in FY 2017-18 (January - June) as follows: Department Account No. FY 2017-18 Water Quality & Measurement 06017644-63001 $20,000 Per -Air Quality Improvement 03109050-63001 $3,000 Personnel Services 01109050-63001 $3,000 Economic Development 01118810-63001 $2,000 Recreation & Community Services 1 01113230-63001 1 2,000 TOTAL $5,000 1 $30,000 Funds for the second year of the contract and the three one-year renewal periods will be budgeted and made available in FY 2018-19 to FY 2022-23 (July - December 2022) as follows: Department Account No. Anticipated Expenditure FY FY 2018-19 2019-20 FY FY 2020-21 2021-22 FY 2022-23 Water Quality & Measurement 06017644-63001 $50,000 $50,000 $50,000 $50,000 $30,000 Per -Air Quality Improvement 03109050-63001 $5,000 $5,000 $5,000 $5,000 $4,500 Personnel Services 01109050-63001 $8,000 $8,000 $8,000 $8,000 $4,500 Economic Development 01118810-63001 $7,000 $7,000 $7,000 $7,000 $3,000 Recreation & Community Services 01113230-63001 $5,000 $5,000 1 $5,000 $5,000 $3,000 Totals $75,000 $75,000 1 $75,000 1 $75,000 1 $45,000 220-2 Contracts Award for Promotional Items and Service Awards January 16, 2018 Page 3 APPROVED AS TO FUNDS AND ACCOUNTS: re Mousavipour Francisco Gutierrez Executive Director Executive Director Public Works Agency Finance and Management Services Agency Ellen Smiley Gerardo Mouet Acting Executive D' ctor Executive Director Personnel Services Agency Parks, Recreation & Community Services Agency SH/sp Exhibit: 1. Abstract of Bids 22C-3 ABSTRACT OF BIDS PROMOTIONAL ITEMS AND SERVICE AWARDS (17-1 BIDDER LOCATION AMC Promotional Products Orlando, FL Authentic Promotions.com Carmichael Award Company of America Tuscaloosa, AL Bleenk Marketing Chino Hills C. Sanders " San Fernando Econocrafts Newark, NJ Empire Marketing * Long Beach Fontis Solutions Irvine Geri's Screenprinting, LLC San Bernardino Mc Vicker & Associates Laguna Hills Nitsom Promotional Ontario Canada Manufacturing Corp. * DELIVERY FREIGHT TOTAL 14 days 3 weeks Not provided Not provided 4 weeks Not provided Not provided Not provided 2-3 weeks 15 days 2.5 months Additional Included Additional Additional Not provided Included Not provided Additional Included Included Additional Promotethis! Huntington Beach 3 weeks Included TIE Consulting, Inc. Rancho Cucamonga Not provided Additional * Vendor did not bid on all the items Exhibit 1 22C-4 $13,666.60 $11,483.78 $13,386.70 $16,688.78 $582.56 $24,062.00 $11,345.00 $15,952.38 $11,692.60 $15,666.85 $2,970.00 $12,278.11 $12,786.69 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JANUARY 16, 2018 TITLE: AWARD CONTRACT TO KLASSIC ENGINEERING & CONSTRUCTION, INC., FOR SARTC RESTROOM RENOVATION (PROJECT NO. 15-7538) (STRATEGIC PLAN NO. 6, 1G) Cltt,YANAGER 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 Award a contract to Klassic Engineering & Construction, Inc., the lowest responsible bidder, in accordance with the base bid plus Additive Alternates 1 and 2 in the total amount of $296,735, for the term beginning upon execution of the contract and ending upon project completion, for the Santa Ana Regional Transportation Center Restroom Renovation project, and authorize the City Manager and Clerk of the Council to execute the contract subject to nonsubstantive changes approved by the City Manager and the City Attomey. 2. Approve the Project Cost Analysis for $370,919, which includes the contract administration, inspection and testing, and DISCUSSION a total estimated construction delivery cost of base bid plus Additive Alternates 1 and 2, an authorized contingency of $29,674. The Santa Ana Regional Transportation Center (SARTC) Restroom Renovation (Exhibit 1) will upgrade the ground level restrooms to be in compliance with the Americans with Disabilities Act of 1990 (ADA), including Federal 2010 ADA Standards for Accessible Design as provided for in the City's building code. The proposed improvements include new plumbing fixtures, partitions, accessories, lighting, automated doors, floor/wall/ceiling finishes, signage, and drinking fountains. A Notice Inviting Bids was advertised on October 18 and 25, 2017, and bids were opened November 15, 2017. The following is a summary of the bid invitations made and the bids received: 23A-1 Award Contract to Klassic Engineering & Construction, Inc., for SARTC Restroom Renovation Project January 16, 2018 Page 2 Contractor Participation Data Santa Ana contractors receiving notices 12 Contractors requesting bidding documents 11 Bids received 4 Bids received from Santa Ana contractors 0 Bid Results Summary RANK BIDDER'S NAME LOCATION BASE BID BASE BID +A1 &A2 1 Klassic Engineering & Construction, Inc. Orange $136,735 $296,735 2 NR Development, Inc. Downey $181,500 $410,000 3 Line Tech Contractors, Inc. Los Alamitos $198,000 $413,000 4 RT Contractor Corp. Garden Grove $239,000 $507,250 A total of four bids were received and all were considered responsive. Klassic Engineering & Construction, Inc., submitted the lowest responsive bid in the amount of $136,735 (Exhibit 2), which is comparable to the Engineer's Estimate of $130,000. The bid included two contract options: Additive Alternate 1 and Additive Alternate 2. Additive Alternate 1 is for the Renovation of South Restrooms and Additive Alternate 2 is for Electrical, Plumbing and/or Structural Repair. Both of these alternates were originally included in the base bid work, but were separated to ensure the City would have sufficient funds to award and proceed with the improvements in a timely fashion. The price quotes from Klassic Engineering & Construction Inc., for both of these options, are fair and reasonable, are cost effective, and provide very good value to the City. Since there are sufficient funds available, staff recommends including Alternates 1 and 2 in the construction contract, resulting in a contract totaling $296,735 (Exhibit 3). STRATEGIC PLAN ALIGNMENT 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 Plan). ENVIRONMENTAL IMPACT In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review. Categorical Exemption Environmental Review No. 2017-158 was 23A-2 Award Contract to Klassic Engineering & Construction, Inc., for SARTC Restroom Renovation Project January 16, 2018 Page 3 filed for this project, and a Certification of Categorical Exclusion has been prepared in accordance with the National Environmental Policy Act. FISCAL IMPACT As indicated in the Cost Analysis (Exhibit 4), the estimated total construction delivery cost of this project is $370,919, which includes construction, contract administration, inspection, testing, and an authorized contingency of $29,674. Funding in the amount of $181,866 is available in the Community Development Block Grant Fund (Account No. 13518783-66200, Project No. 15-7538) and $189,053 is available in the Santa Ana Regional Transportation Center Maintenance Fund (Account No. 01117650-66200, Project No. 15-7538) for expenditure in Fiscal Year 2017-18. Pretl Mousavipoury Executive Director Public Works Agency Rdbert M. Zur S h iede Interim Executive irector Community Development Agency FM/EWG/TC Exhibits: I. Location Map 2. Bid 3. Construction Contract 4. Cost Analysis AS TO FUNDS & ACCOUNTS: Gutierrez f Director Finance & Management Services Agency 23A-3 23A-4 EXHIBIT 1 PROJECT fj I .full SANTA ANA PROJECT' -15=7538 ` CITY COUNCIL SANTA ANA REGIONAL PWA I AGENDA DATE: TRANSPORTATION CENTER JANUARY, 16,201 RESTROOM RENOVATION PAGE 1 OF 1 23A-5 23A-6 CITY OF SANTA ANA EXHIBIT 2 PROPOSAL PROJECT NO.: 15-7538 SANTA ANA REGIONAL TRANSPORTATION CENTER RESTROOM RENOVATION BID PROPOSAL TO: CITY COUNCIL OF THE CITY OF SANTA ANA FROM: REQUIREMENT: The undersigned bidder declares that they have carefully examined the location of the proposed work; that they have examined the Contract Documents in its entirety and hereby proposes to furnish all material and do all the work required to complete the said work in accordance with said plans (if any) and the specifications for the unit price(s)or lump sum(s) set forth in the following schedule: BASE BID: Item Description Qty Unit Unit Price Amount 1 RENOVATION OF SARTC 1 LS $ $ NORTH RESTROOMS (MEN TOTAL ADD ALTERNATE BID 1 AND WOMEN). TOTAL BASE BID $ ADD ALTERNATE BID 1 2 RENOVATION OF SARTC 1 LS $ $ OOMS (MEN AND WOSOUTH MB TOTAL ADD ALTERNATE BID 1 $ ADD ALTERNATE BID 2 3 1 ELECTRICAL, PLUMBING 4* 'EA $10,000 $40,000 AND/OR STRUCTURAL REPAIR TOTAL ADD ALTERNATE BID 1 $40,000 The lowest responsible bidder shall be selected based on the total base bid. The City reserves the right to award the Base Bid, and any, all, or none of the add-altemate bid items (if any). * The quantity for this bid item is shown for bid comparison only. The actual amount for this item will be dictated by the actual quantity used, and the Agency reserves the right to increase or decrease the quantity of this item accordingly. P-1 of P-16 23A-7 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 15-7538 SANTA ANA REGIONAL TRANSPORTATION CENTER RESTROOM RENOVATION TOTAL BASE BID I $ l3 �, 73 s -v TOTAL ADD ALTERNATE BID 1 8 / TOTAL ADD ALTERNATE BID 2 $40,000 TIME FOR COMPLETION OF IMPROVEMENTS AND LIQUIDATED DAMAGES The undersigned bidder hereby proposes to complete the Work for the total base bid amount shown above, within SIXTY 60 working days after the commencement date stated in the Notice to Proceed. The liquidated damages amount, in lieu of the amount specified in Subsection 6-9 of the Standard Specifications, shall be $r 00 per calendar day., i -,r Name of Firm Signature of BIDDER Title V` 0 , �L (If an individual, so state. If a firm or co -partnership, state the firm name and give the names of all individual co-partners composing the firm. If a corporation, state legal name of corporation, and names of President, Secretary, Treasurer and Manager, thereof.) P-2 of P-16 23A-8 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 15-7538 SANTA ANA REGIONAL TRANSPORTATION CENTER RESTROOM RENOVATION BIDDER'S STATEMENT BIDDER understands and agrees that this Bid Proposal, Contract Documents and subsequent Construction Contract Agreement shall constitute the entire agreement between BIDDER and the AGENCY only after it has been accepted by the City' Council, endorsed by the Clerk of the Council with her signature and official seal noting hereon the action of approval of the Council, signed by the Public Works Agency Executive Director or his/her duly authorized agent, and signed. by the City Attorney, denoting his approval of the form of this document, and its execution, and when it or an exact copy of it has been either delivered to BIDDER or deposited with the United States Postal Service properly addressed to the BIDDER with.the correct postage affixed thereto. BIDDER further agrees that upon delivery (as defined above) of the accepted agreement he/she will famish AGENCY all required bonds and certificate of liability insurance within ten (10) business days or the funds, check, draft, or BIDDERS bond substituted in lieu thereof accompanying this proposal shall become the property of the AGENCY and shall be considered as payment of damages due to the delay and other causes suffered by AGENCY because of the failure to furnish the necessary bonds and because it is distinctly agreed that the proof of damages actually suffered is difficult to ascertain otherwise said funds, check; drafts, or BIDDER'S bond substituted in lieu thereof shall be returned to the undersigned.. BIDDER understands that a bid is required for the entire work; the estimated quantities "set. forth in the bid, schedule are solely for the purpose of comparing bids, and that final compensation under the contract will be based upon the actual quantities of work satisfactorily completed. The BIDDER also certifies that the bid is a balanced bid. In accordance with Section 7028.15 of the California. B s' e s and Professions Code; the undersigned certifies under penalty of perjury that the fore s true and correct. Name of Firm Klassic Eneineerinp-9 -Constructin Signature of BIDDER Title C.E.O. I V (If an individual, so state. If a firm or co -partnership, state the firm name and give the names of all individual co-partners composing the firm. If a corporation, state legal name of corporation, and names of President, Secretary, Treasurer and Manager, thereof.) P-3 of P-16 23A-9 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 15-7538 SANTA ANA REGIONAL TRANSPORTATION CENTER RESTROOM RENOVATION CONTRACTOR'S LICENSING AND REGISTRATION STATEMENT The undersigned contractor, or corporate officer, declares under penalty of perjury that he/she and all his/her subcontractors are registered with the State of California Department of Industrial Relations (DIR)', and that the following is true and correct. Contractor's Name: Klassic Engineering & Construction Inc._ Business Address: 250 S. Tustin Street Orange. Ca. 92866 Business F. -Mail Address: klassieplans@gmaii.com Telephone: (714) 369-839 State Contractor's License No. mid Class: A & B License Expiration Date: 2/28/2019 State Dept. of Industrial Relations (DIR) 1000014420 Registration No.: State Dept. of Industrial Relations Registration E,xpjmtion Date Signed: Title: P-4 of P-16 23A-10 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 15-7538 SANTA ANA REGIONAL TRANSPORTATION CENTER RESTROOM RENOVATION PREVAILING WAGE COMPLIANCE AND MONITORING STATEMENT Contractor is aware of the requirements of California Labor Code Section 1720, et seq., as well as California Code of Regulations, Title 8, Section 16,000, et seq., ("Prevailing Wage Laws'), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. Since the services are being performed as part of an applicable "public works' or "'maintenance" project, as defined by the Prevailing Wage -Laws, and since the total compensation is $1,000 or more, Contractor agrees to fully comply, with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor shall make copies of the prevailing "rates of per diem wages for each craft, classification or type of worker -needed to execute the services available to interested parties upon request, and shall post copies at the Contractor's principal place of business and at the project site. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free andharmless from any claim or liability arising out of any failure or alleged failure to complywith the Prevailing Wage Laws. The undersigned certifies that the foregoing is true and correct. Name of Firm Klassic EngiVCring & C9nstrnction c/ Signature Title C.E.O. (if an individual, so P-5 ofP-16 23A-11 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 15-7538 SANTA ANA REGIONAL TRANSPORTATION CENTER RESTROOM RENOVATION OWNERSHIP AFFIDAVIT s,FATE OF CALIFORNIA ) COUNTY OF ORANGE ) SS: CITY OF SANTA ANA ) it�-yi S �,+ , being duly sworn, deposes. and says: ❑ INDIVIDUAL That he/she is the party making the foregoing proposal: ❑ PARTNERSHIP That he/she is a member of the co -partnership firm designated as: and who has been and is duly vested with the authority to make and execute instruments for the co -partnership by: who constitute the other members of the co -partnership. . CORPORATION That he is of: ❑ JOINT VENTURE a corporation which is That he is of the one of the parties making the foregoing proposal as a joint venture, and the he/she. has been and is duly vested with the authority to execute instruments for an on behalf of the parties making said bid who are: that such a bid is genuine collusive or sham, and has not in any manner sought by collusi to se u e a a eragainst the City of Santa Ana or any person interested in the prop e ontract, for hi - any other person. Signature of Bids) Subscribed and sworn to before me this da o - 20 _ Signature of officer P-6 of P-16 23A-12 CALIFORNIA JURAT WITH AFFIANT STATEMENT GOVERNMENT CODE § 8262 -- -r - - - *See Attached Document (Notary to cross -out lines 1-6 below) ❑ See Statement Below (Lines 1-6 to be completed only by document signer[s], not Notary) Signature of Document Signer No. 1 Signature of Document Signer No. 2 (f any) A notary public or other officer completing this certificate verifies only the Identity of the Individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy„or valldity of that document. State of Calif la County of Ma— Cor -� HANIN ABDALLAH mmission # 2059441 ,Z u Notary Pilbiio - calitbrnia n z Orange county My Comm. EZres Feb 211.20`18 Seal Place Notary Seal Above Subscribed and swom to (or affirmed) before me iV on this —1-11day of L"ab. E 20F by Date Month Year (1) l.e�ycr �jaa (and (2) ) Namo)rof Signer(s)' proved to me on the basis, of satisfactory evidence to be the person(sf who appeared before me. Signature rgn ture of Notary Public OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document aa , Title or Type of Document: Ciu h�9t S� LI civ a ��1 Document Date: ) t l51 Number of Pages: __L Signer(s) Other Than Named Above: N /k 02016 National Notary Association • www.Nationd[Notary.org • 1 -800 -US NOTARY (1-800-876-6827) Item #5910 23A-13 CITY OF SANTA ANA PROPOSAL PROJECT NO.; 15-7538 SANTA ANA REGIONAL TRANSPORTATION CENTER RESTROOM RENOVATION BID BOND Bond No.:CMGB0001912 KNOW ALL PRESENT that, Klassic Engineering & Construction Inc. , as BIDDER, and Argonaut Insurance Company , as SURETY, are held and firmly bound unto the CITY OF SANTA ANA, as AGENCY, in the penal sum of Tea Percent of the Greatest Amount Bid Dollars ($ 10% of G.A.B o of the total amount bid by BIDDER to AGENCY for the above-statedwhich is ten roject, for thepaymencent t of which sum, BIDDER and. SURETY agree to be bound, jointly and severally, firmly by these presents. THE CONDITIONS OF THIS OBLIGATION ARE SUCH that, whereas BIDDER is about to submit a bid to AGENCY for the above -stated project, if said bid is rejected, or if said bid is accepted and a contract is awarded and entered into by BIDDER in the manner and time specified, then this obligation shall be null and void, otherwise it shall remain in full force and effect in favor of AGENCY. IN WITNESS WHEREOF the parties hereto have set their names, titles, hands, and seal this 13th day of November , 20 17. BIDDER* KtassicEngineering&Construction Inc. 250 S Tustin Ave. Orange, CA 92866 SURETY* Argonaut Insurance Company R 11 clo CI GIN// 20335 Ventura Blvd Suite 426 Woodland Hills CA 91364 _d... to before me , 20_ Signature: Notary Public in and for the County of , State of this day of Provide BIDDER/ SURETY name, address, and telephone number and the name; title, address, and telephone number of authorized representative. P-7 of P-16 23A-14 CMGB0001912 Argonaut Insurance Company $0.00 Deliveries Only: 225 W. Washington, 24th Floor Chicago:, IL 60606 United States Postal Service: P.O. Box 469011, San Antonio, TX 78246 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That the Argonaut Insurance Company, a Corporation duly organized and existi � under the laws of the State of Illinois and having its principal office in the County of Cool, - does hereby nominate, constitute and appoint: Ff Gabriella Grady, Shilo Lee Losino. Stephanie Hope Shear Their true and lawful agent(s) and attorney(s)-in-fact, each in their separate capacity if more than one is named abaveto make, execute, seal and deliver for and on its behalf as, surety, and as its act end deed any and all bonds, contracts, agreements of indemnity and otIt' unde'rtakiings in suretyship provided, however, that the penal sum of any one such instrument executed hereunder shall not exceed the sum of: I $10.000.000.00 This Power of Attorney is granted and is signed and sealed under and by the authority of the follow AS Re elation adopted by the Board of Directors of Argonaut fnsurance Company: he\\ "RESOLVED. That the President, Senior Vice President, Vice President, execute powers of attorney, and such authority can be executed by use of the Company, qualifying the attorney or attorneys named in the given po Argonaut Insurance Company, all bond undertakings and contracts of sm Pmsident, Secretary, Treasurer and each of them hereby is authorized to tum, which maybe attested or acknowledged by any officer or attorney, of 'Oexecute in behalf of, and acknowledge as the: act and deed of the affix the corporate seal thereto." IN WITNESS,WHEREOF, Argonaut Insurance Company has caused1ts ofileial seal to be hereunto affixed and these presents robe signed by its duly authorized ofBeer on the'8lh day of May, 2017. Argonaut Insurance Company JfeoaDeRe�r•tf,p: j'� €SEAL!us g by: ,M0 y. ..... - y, .Joshua C. Betz, Senior Vice President STATE OF TEXAS ...r..,. COUNTY' OF HARRIS SS: Collis 8th. day of May, 2017 A D,,.berore me a Notary Public ofthe :State of Texas, in and for the Counlyof Harris, duly mm nissidned and qualified, came THE ABOVE OFFICER OF THEY�KAPANY, tome personally known to be the individual and off cer described in, and who executed the preceding instrument, and he acknowledged the execu[ioutifsame, and being by me duly sworn, deposed and said that he is the officer of the said Company aforesaid, and that the seal affixed to the preceding instrument is the Corporate Seal of said Company, and the said Corporate Seal and his signature as officer were duly affixed and subscribed to the said instrument bthe authoritty and direction of the said corporation, and that Resolution adopted by the Board of Director's of said Company, referred to in the preceding instrument is no -'W in force. IN TESTIMONY WHEREOF, I have hereunto set my hand, and affixed my Official Seal at the County of Harris, the day and year first above written. tN v"r e'r'.'�.., KATHLEEN Ad. MEEKS Y:�.�5n NomN Publie. State nl Tams 'yam-•d`';'.g Comm. ExPlron O? -1b20:1 (Notary Public) %�P; �"`� Notary 10 fi5?9nd-a 1, the undersigned Officer of the Argonaut Insurance Company, Illinois Corporation, do hereby certify that the original POWER OF ATTORNEY of which the foregoing is a full, we and correct copy is still in full force and effect and has not been revoked. IN WITNESS. WHEREOF, I have hereunto set my hand, and affixed the Seal of said Company, on the 13th day of. November 2017 °1"5N4n Np�y, I 5_r,AL )gs' slona'i-_-_ Sarah Heineman , VP-Undenvriting Surety THIS DOCUMENT IS NOT VALID UNLESS THE WORDS ARGO POWER OF ATTORNEYARE IN BLUE. IF YOU HAVE QUESTIONS ON AUTHENTICITY OF THIS DOCUMENT CALL (210) 321- 8400. 23A-15 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 :caetirsrr�sirrus�r�;ccreara>s�r�e�:csx,�:rtccs.�esrce.�:esscrzrrr�,rercr.,rH-x��,. etrrrr=a �M� A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of LOS ANGELES On NOV 1 3 2017 before me, SHIRLEY GIGGLES, NOTARY PUBLIC Date Here Insert Name and Title of the Officer personally appeared GABRIELLA GRADY Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) istare subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(les), and that by his/her/their signatures) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. SNIRLEY GIGGLES Notary Public •California Zi@My Los Angeles County z ZCommission k 2163817 ; Comm. Expires Sep 7. 2020 Place Notary Seal Above I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signatur ture of NotaryPublic OPTIONAL Though this section is optional, completing this Information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Number of Pages: Signer(s) Document Date: Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: E Corporate Officer — Title(s): E Partner — E Limited ❑ General E Individual El Attorney in Fact E Trustee ❑ Guardian or Conservator Cf Other: Signer Is Representing: Signer's Name: E Corporate Officer — Title(s): E Partner — E Limited E General E Individual E Attorney in Fact E Trustee E Guardian or Conservator E Other: Signer Is Representing: ...WK-�-U—Mcezm 02014 National Notary Association • www.Nationa]Notary.org -1-800-US NOTARY (1-800-876-6827) Item #5907 23A-16 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 15-7538 SANTA ANAREGIONAL TRANSPORTATION CENTER RESTROOM RENOVATION NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) In conformance with Title 23 United States Code Section 112 and _Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived, or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication; or conference with anyone to fix "the ,bid, price of the BIDDER or any other BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will.not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. , Note: The Signed State of C: County of Non -collusion Affid l o art of the Proposal. BIDDERS are It Raking a false j 6 ion may subject the certifier to criminal G Subscribed and sworn to (or affirmed) before me on this , proved to me on the basis person(s) who appeared before me 'X Notary Notary Public Seal P -Il ofP-16 23A-17 20_ by evidence to be the CALIFORNIA JURAT WITH AFFIANT STATEMENT GOVERNMENT CODE § 8202 tam^- - -Fr _ �- - - - - hll:�ee Attached Document (Notary to cross out lines 1-6 below) ❑ See Statement Below (Lines 1-6 to be completed only by document signer[s], not Notary) Signature of Document Signer No. 1 Signature of Document Signer No. 2 (if any) A notary public or other officer completing this certificate verifies only the Identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of d " _ HANIN AODALLAH Commission # 2059441 Notary Public - California i Orange County n My Camm. Expires Feb 2B, 2018 Seal Place Notary Seal Above Subscribed and sworn to (or affirmed) before me on this icJ day of bCVP--Prbfi- 20_a by Date Month Year (and (2) Narne ff of Signer(sJ-- proved to me on the basis of satisfactory ;evidence to be the person(*who appeared before me. Signature. 1pe✓ 1JV,� sem , Signature of Notary Public OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document 1�` f(��(Z Title or Type of Document: (�16V1-0-01%g4,lrM "'Itocument Date: Number of Pages: Signer(s) Other Than Named Above: ©2016 National Notary Association www.NationalNotary.org • 1 -800 -US NOTARY (1-800-876-6827) Item 115910 23A-18 CITY OF SANTA ANA PROPOSAL, PROJECT NO.: 15-7538 SANTA ANA REGIONAL TRANSPORTATION CENTER_ RESTROOM RENOVATION LIST OF SUB -CONTRACTORS Section 4100 et. seq, of the Public Contract Code requires listing of all subcontractors With the bid for all subcontract work exceeding -the following amount: o Streets, highways including bridge projects: Yx% of the bid or $10,000, whichever is greater o. Buildings, parks, .or other projects: '/•-/o ofthe bid Section 1725.5 of the Public Contract Cade requires all Subcontractors `be registered with the State Department of Industrial Relations (DIR). BIDDER proposes to subcontract certain portions of the work to the firms listed below: Name PMK Professional Inc License #/Exp. 959668 DIR Reg. #/Exp. Location 17925 skv Birk Or Ste r Irvine *•A 920414 Phone (949) 679.9800 Type Of Work Electrical Amount $ Name License #/Exp. DIR Reg. #/Exp. License # Location Phone Type Of Work Amount $ Name License #/Exp. DIR Reg. 9/Exp. License # Location Phone Type Of Work Amount $ Signature of Bidder Name License #/Exp. DIR Reg.,#/Exp. Location Phone Type Of Work _ Amount $ Name License #/Rxp. DIR Reg. #/Exp. License# Location Phone Type Of Work Amount $ Name _ License #/Exp. DIR Reg. #/Exp. License # Location Phone Type Of Work Amount $' P-8 of P-16 23A-19 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 15-7538 SANTA ANA REGIONAL TRANSPORTATION CENTER RESTROOM RENOVATION REFERENCES The following are the names, addresses, and telephone numbers for THREE public agencies for which the BIDDER has performed similar work within the past three years. of Owner. Mejhdi 714-744-5214 Name and Telephone Number of person familiar with project. Contract Amoimt Type of Work Date Completed Name and Address of owner. ame and Telephone Number Contract Amount Type of Work Date Completed 3. San Gabriel School District Name and Address of owner. - Bille Giles 626-664-0158 Name and Contract Amount person familiar with project. Type of Work Date Completed The following are the names, addresses, and telephone numbers of all brokers and sureties from whom BIDDER intends to procure insurance and bonds. Artisan Bonding & Insurance Services 3101 W Coast Highw, Insurance cervi^e, 1.LC 949-5154194 Argonaut insurance Company 20335 Ventura Blvd. Ste. 426 Woodland Hills, Ca. 91364 819348-4900 Farmers Insurance Office of Cathy Blodget 19831 Yorba Linda Blvd. Ste. B Yorba Linda, Ca. 92886 714-528-3276 P-9 of P-16 23A-20 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 15-753$ SANTA ANA REGIONAL TRANSPORTATION CENTER RESTROOM RENOVATION NON-DISCRIMINATION CERTIFICATE The undersigned contractor or corporate officer, during the performance of this contract, certifies as follows: The Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex; or national origin. The Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not .be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause.. 2. The Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for - employment without regard to race, color, religion, sex, or national origin. 3. The Contractor shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding,;a notice to be provided advising the said labor union or workers' representatives of the Contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Contractor shall comply -with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations;.and relevant orders of the Secretary of Labor. 5. The Contractor shall furnish all information and reports required by Executive Order] 1246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and.will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purpos,s of investigation, to ascertain compliance with such rules, regulations, and. orders. 6. In the event of the Contractor's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Contractor.may be declared ineligible for furtherGovernment contracts or federally assisted 'construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies involved as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. P-12 of P-16 23A-21 CITY OF SANTA ANA PROPOSAL PROJECTNO.: 15-7538 SANTA ANA REGIONAL TRANSPORTATION CENTER RESTROOM RENOVATION The Contractor shall include (lie portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the Contractor may request that the United States enter into such litigation to protect the interests of the United States. 8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, no discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such perso -cept as provided in Section 1420, and any contractor of publi vorks vio ating this 1s subject to all the penalties imposed for a violation of the antor. Signed: Title: C.E.C. Finn; Klassic Engineering & Construction Inc. Date: 11/14/2611 P-13 ofP-16 23A-22 CITY OF SANTA ANA PROPOSAL PROJECTNO.: 15-7538 SANTA ANA REGIONAL TRANSPORTATION CENTER RESTROOM RENOVATION STATEMENT REGARDING APPRENTICFISHIP REQUIREMENTS The undersigned BIDDER is familiar with the requirements of Section :1777.5 of the State Labor Code regarding employment of apprentices, and understands that contractors on contracts exceeding $30,000 or 20 working days shall: 1. Apply to the joint apprenticeship committee administering the apprenticeship standards of the craft or trade in the area of the site of the publicwork for a certificate approving the contractor under the apprenticeship standards for the employment and training of apprentices in the -area or industry affected. 2. Employ the number of apprentices or the.ratio of apprentices to journeymen stipulated in the apprenticeship standards. 3. Contribute to the fund or finds in. each craft or trade in which he/she employs journeymen or apprentices on the public work, in the same a unt or upon. the same basis and in the same manner as the other c ntractors except co ot.signatory to the trust agreement shall pay a like amount the Qmia Ap e _ Council. r - Signed: Title: C.E.O. Firm: Klassic Engineering & Construction Inc. Date: 11/14/2017 P- 14 ofP-16. 23A-23 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 15-7538 SANTA ANA REGIONAL TRANSPORTATION CENTER RESTROOM RENOVATION STATEMENT REGARDING `ANTWICKBACK" REQUIREMENTS The undersigned is submitting this proposal for performing by contract the work required by these bid documents, agrees to comply with the Copeland "Anti -Kickback" Act (18 USC 74) as supplemented in. the Department of Labor regulations (29 CFR, Part 3). This act provides that each contractor or subcontractor shall be prohi it •om inducing, by any means, any person employed in the con ruction pair of pub rk, to give up any part of the compensation to which he/she is of Iry fttled. Signed: I Title: Firm: Klassic Engineering &'Construction Inc. Date: 11 /14/2017. P-15 of P-16 23A-24 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 15-7538 SANTA ANA REGIONAL TRANSPORTATION CENTER RESTROOM RENOVATION PUBLIC CONTRACT CODE SECTION 10162 OUESTIONNAIRE In conformance with Public Contract Code Section 10162, the BIDDER shall complete, tinder penalty of perjury, the following questionnaire: Flas the BIDDER, any officer of the BIDDER, or any employee of the BIDDER who has a proprietary interest in the BIDDER, ever been disqualified, removed, or otherwise prevented from bidding on, or completing a federal, state, or local ,government project because of a violation of law or a safety regulation? Yes No X If the answer is yes, explain the circumstances in the following space. P-16 ofP,16 23A-25 Klassic Engineering and Construction, INC KEC250 STustin ST. .Orange, CA 92866 FHWA 1273 TITTLE: C.E.O. DATE: 11/14/2017 (714) 369-83861 31/s 121&s@gmail.com REQUIRED CONTRACT PROVISIONS FEDERAL -AID CONSTRUCTION CONTRACTS L General IL Nondiscdminatlon Ill. Nonsegregated Facilities IV. Davis -Bacon and Related Act Provisions V, Contract Work Hours and Safety Standards Act Provisions VI. Subletting or Assigning the Contract VII. Safety: Accident Prevention VIII, False Statements- Concerning Highway Projects IX. Implementation of Clean Air Act and Federal Water Pollution Control Act. K Compliance with Governmenhvide Suspension and Debarment Requirements RI. Certification. Regarding Use of Contract Funds for Lobbying ATTACHMENTS A. Employment and Materials Preference for Appalachian Development Highway, System or Appalachian Local Aocasa Road Contracts included In Appalachian contracts only) I. GENERAL 1. Form FHWA-1273 must be physically incorporated in each construction contract funded under Title 23 (excluding emergency contracts solely intended for debris removal). The contractor (or subcontractor) must Insert this form In each .subcontract and further require its Inclusion In all lower tier subcontracts (excluding purchase orders, rental agreements and other agreements for supplies or services). The applicable requirements of Forth FHWA4273 are incorporated by reference forwork done under any purchase ,older, rental agreementor agreement for other services. The prime contractor shall be responsible for compliance by any subcontractor, lower4lar subcontractor or service provider. Form FHWA-1273 must be included in all Federal -aid design - build contracts, in all subcontracts and in lower tier subcontracts (excluding subcontracts for design services, purchase orders, rental agreements and other agreements for supplies or services). The design -builder shall be responsible for compliance by any subcontractor, lower -tier subcontractor or service. provider. Contracting agencies may reference Form FHWA-1275 In bid proposal.. or request for proposal documents, however, the Form FHWA-1273 must be physically incorporated (not referenced) in all contracts, subcontracts and lower -tier subcontracts (excluding purchase orders, rental agreements and other agreements for supplies or services related to a constmcten contract). 2. Subject to the applicability criteria noted in the following sections, these contract provisions shall apply to all work performed on the contract by the conlracter's own organization .and with the assistance of workers under the contractor's immediate superintendence and to all work performed on the contract by piecework, station work, or by subcontract. FFIWA-1273 -- Revised May 1, 2012 3. A breach of any of the stipulations contained in these Required Contract Provisions may be sufficient ground_ s for withholding of progress payments, withholding of final payment temilriation of the contract, suspension I debarment or any other action determined to be appropriate by the contracting agency and FHWA. 4. Selection of Labor: During the performance of this contract, the untractor shall not use convict labor for any purpose within the limits of a construction project on a Federal -aid h'.ghway unless it Is labor performed by convicts who are on parole. supervised release, or probation. The ten Federal -aid highway does not include roadways functionally classified as local roads or rural minor collectors. IL NONDISCRIMINATION The provisions of this section related to 23 CFR Part 230 are applicable to all Federal -aid construction contracts and to all related construction subcontracts of $10,000or more. Tho provisions of 23 CFR Part 230 are not applicable to material supply, engineering, or architectural servioe contracts. In addition, the contractor and all subcontractors must comply with the following policies: Executive Order 11246, 41 CFR 60, 29 CFR 1625-1627, I itle 23 USC Section 140, the Rehabilitation Act of 1973, as amended (29 USC 794), Title VI of the Civil Rights Act of 1964, as amended, and related regulations Iripluding 49 CFR Parts 21, 26 and 27; and 23 GFR Parts 200, 230, and 633. The contractor and all subcontractors must comply with: the requirements of the Equal Opportunity Clouse in 41 CFR 60- 1.4(b) and, for all construction contracts exceeding $10,000, the Standard Federal Equal Employment Opportunity Construction Contract Specifications In 41 CFR 60-4.3. Note: The U.S. Department of Labor has exclusive. authoiily to determine compliance with Executive Order 11246 and the pgiicies of the Secretary of Labor Including 41 CFR 60, and 29 CFR 1625-1627. The contracting agency and the FHWA have the authority and the responsibility to ensurecompliance with Title 23 USC Section 140, the Rehabilitation Act of 1973, as amended (29 USC 794),. and Title VI of the: Civil Rights Act of 1964, as amended, and related regulations Including 49 CFR Parts 21,26 and 27; and 23 CFR Parts 200, 230, and 633. The following provision Is adopted from 23 CFR 230, Appendix A, with appropriate revisions to conform to the U.S. Department of Labor (US DOL) and FKArA requirements. 1. Equal Employment Opportunity: Equal employment opportunity (EEO) requirements not to discriminate and to, take affirmative action to assure equal opportunity as set forth under laws, executive orders, rules, regulations (28 CFR 35, 29 CFR 1630, 29 CFR 1625-1627, 41 CFR 60 and 49 CFR 27) and orders of the Secretary of Labor as modified by the provisions prescribed herein, and imposed pursuant to 23 U.S.C. 140 shall constitute the EEO and specific affirmative action standards for the contractor's project activities under 23A-27 this contract. The provisions of the Americans with Disabilities Act of 1990 (42 U.S.C. 12101 at seq.) set forth under 28 CFR 35 and 29 CFR 1830 are incorporated by referencein this contract. In the execution of this contract, the contractor agrees to comply with the following minimum specific requirement activities of EEO; a. The contractor will work with the contracting agency and the Federal Government to ensure that it has made every good faith effort to provide equal opportunity with respect to all of its tarts and conditions of employment and in their review of activities under the contract, b. The contractor will accept as Its operating policy the following statement: "It is the policy of this Company to assure that applicants are employed, and that employees aro treated during employment, without regard to their race, religion, sex, rotor, national origin, age or disability. Suchaction shall include: employment, upgrading, demotion, or transfer, recruitment or recruitment advertising; 13yoff or termination; rates of pay or other forms of compensation; and selection for training, Including apprenticeship, pre -apprenticeship, and/or on-the- job training." 2. EEO Otgcor. The codtractorwill designate and make known to the contracting officers an EEO Officer who will have the responsibility for and must be capable of effectively administering and prorttoting an active EEO program and who must be assigned adequate authority and responsibility to do to. 3. Dissemination of Policy: All members of the contractor's staff who are authorized to hire, supervise, promote. and dischargeemployees, or who recommend such action, or who are substantially involved In such action, will be made fully cognizant of, and will implement. the contractor's EEO policy and contractual responsibilities to provide EEO in each: grade and classification of employment. To ensure that the above agreement will be met, the following actions will be taken as a minimum: a. Periodic meetings of supervisory and personnel office employees will be conducted before the start of work and then not less often than once every six months, at which time tho contractees EEO policy and its Implementation will be reviewedand explained.. The meetings will be conducted by the EEO Officer. b. All new supervisory or personnel office employees will be given a thorough indoctrination by the EEO Officer, covering all major aspects of the conh'actors,EEO obligations within thirty days following their reporting for duty with the contractor. c. All personnel who are engaged in direct recruitment for the project will be instructed by the EEO Officer in the contractors procedures for locating and hiring mirronfes and women. d. Notices and posters setting forth the contractor's. EEO policy will be placed In areas readily accessible to employees, applicants for employment and potential employees. e. The contracloes EEO policy and the procedures to Implement such policy will be brought to the attention of employees by means of meetings, employee handbooks, or other appropriate means. 4. Recruitment When advertising for employees, the contractor will Include in all advertisements for employees the notation; "An Equal Opportunity Employer." All such advertisements will be placed in publications having a large circulation among minorities and women In the area from which the project work force would normally be derived. a. The contractor will, unless precluded by a valid bargaining agreement, conduct systematic and direct recruitment through public and private employee referral sources likely to yield qualified minorities and women, To meet this requirement, the contractor will Identify sources of potential minority group employees, and establish with such Identified sources procedures whereby minority and women applicants may be referred to the contractor for employment consideration. b, In the event the contractor has a valid bargaining agreement providing for exclusive hiring hall referrals, the contractor is expected c observe the provisions of that agreement to the extent [hat the system meets the contractoes compliance with EEO contract provisions. Whore implementation of such an agreement has the effect of discriminating against minorities or women, or obligates me contractor to do the same, such implementation violates Federal nondiscrimination provisions. c. The contractor will encourage its present employees to refer minorities and women as applicants.for employment. Information and procedures with regard to referring such apFlicaptp will be discussed with employees. 5. Personnel Actions: Wages, working conditions, and employee benefits shall be established and administered, and personnel actions ofevery type, includinghiring, upgrading, promotion, transfer, demotion, layoff, and termination, shall be taken without regard to race, color, religion, sex, national origin, age or disability. The following procedures shall be followed: a. The contractor will conduct periodic inspections of project sites to Insure that working conditions and employee facilities do not indicate discriminatory treatment of project site personnel. b. The contractor will pedodically evaluate the spread of wages paid within each classification to determine any evidence of discriminatory wage practices. c. The contractor will periodically review selected personnel actions in depth to determine whether there is evidence of discrimination. Where evirtence is found, the contractor will promptly take corrective action. If the,review indicates that the discrimination may extend beyond the actions reviewed, such corrective action shall Include all affected persons. d. The contractor will promptly investigate all complaints of alleged discrimination mad. to the contractor in connection with Its obligations under this contract, will attempt to resolve such complaints, and will take appropriate corrective action within a reasonable time. If the investigation Indicates that the discrimination may affect persons other than the complainant, such corrective action shall include such other persons. Upon completion of each Investigation, the contractor will inform every complainant of all of their avenues of appeal. 6. Training and Promotion: a. The contractor will assist in locating, qualifying, and increasing the skills of minorities and women who are 23A-28 applicants for employment or current employees. Such efforts should be aimed at developing full journey level status employees in the type of trade or job. classification Involved. b. Consistent with the contractor's work force requirements and as permissible under Federal and State regulations, the contractor shall make full use of training programs, i.e., apprenticeship, and on-the-job training programs for the geographical area of contract performance. In the event a special provision for training Is provided under this contract, this subparagraph will be superseded as Indicated in the special provision. The contracting agency may reserve .training positions for persons who receive welfare assistance in accordancewith 23 U.S.C. 140(a). c. The contractor will advise employees and applicants for employment of available training programs and entrance requirements for each. d. The contractorwill periodically review the training and promotion potential of employees who are minorities and women and will encourage eligible employees to apply for such training and promotion, 7. Unions: I(the contractor relies in whole or In part upon unions as a source of employees, the contractorwill use good faith efforts to obtain the cooperation of such unions to Increase opportunities for minorities and women. Actions by the contractor, either directly or through a contractor's association acting as agent, will include the procedures set forth below: a. The contractor will use good faith efforts to develop, In cooperation with the unions, joint training programs aimed toward qualifying more minorities and women for membership In the unions and Increasing the skills of minorities and women so that they may qualify for higher.paying employment,. b. The contractor will Use good faith efforts to incorporate an EEO clause into each union agreement to the end that such union will be contractually bound to refer applicants without regard to their race, color, religion, sex, national origin, ago or disability. c: The contractor is to obtain information as to the referral practices and policies of the labor union except that to the extent such intonation is within the exclusive possession of .the labor union and such tabor union refuses to furnish such information to the contractor, the contractor shall so certify to the contracting agency and shall set forth what efforts have been made to obtain such information. d. In the event the union is unable to provide the contractor with a reasonable flow of referrals within the time limit set forth In the collective bargaining agreement, the contractorwill, through independent recruitment efforts, fill the employment vacancies without regard to race, color, religion, sex, national origin, age or disability; making full efforts to obtain qualified and/or qualifiable minorities and women. The failure of a union to provide sufficient referrals (even though it is obligated to provide exclusive referrals under the terms of a collective bargaining agreement) does not relieve the contractor from the requirements of this paragraph. In the event the union referral practice prevents the contractor from meeting the obligations pursuant to Executive Order 11246, as amended, and these special provisions, such contractor shall immediately notify the contracting agency. a. Reasonable Accommodation for Applicants I Employees with Disabilities: The contractor must be familiar with'the requirements for and comply with the Americans with Disabilities Act and all rules and regulations established there under. Employers must provide reasonable accommodationin all employment activities unless to do so would cause an undue hardship. 9. Selection of Subcontractors, Procurement. of Matelots and Leasing of Equipment: The contractor shall not discriminate on the grounds of race, color, religion, sex, national origin, age or disability in the selection and retention of subcontractors, including procurement of materials and leases of equipment. The contractor shag take all necessary and reasonable steps to ensure nondiscrimination in the administration of this contract. a. The contractor shall notify all potential subcontractors and suppliers and lessors of their EEO obligations under this contract. b. The contractor will use good faith efforts to ensure subcontractor compliance with their EEO obligations. 10. Assurance Required by 49 CFR 28.13(b): a. The requirements of 49 CFR Part 26 and the State DOT's U.S. DOT -approved DBE program are incorporated by reference. b. The contractor orsubcontractor shag not discriminate on the oasis otrace, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 In the award and administration of DOT -assisted contracts, Failure by the contractor to carry out these requirements is a material breach of this contract,which may result in the termination of this contract or such other remedy as the contracting agency deems appropriate,. 11. Raeordq and Reports: The contractor shall keep such records as necessary to document compliance with the EEO requirements. Such records shall be retained fora period of three year following the date of the final payment to the contractor for all contract work and shall beavailable at reasonable times and places for inspection by authorized representatives of the contracting agency and the FHWA. a. The records kept by the contractor shall document the following: (1) The number and work hours of minority and non- minorty group members and women employed In each work classification on. the project; (2) The progress and efforts being made in cooperation with unions, when applicable, to increase employment opportunities. for minorities and women; and (3) The progress and efforts being made in locating, hiring, training, qualifying, and upgrading minorities and women; b. The contractors and subcontractors will submit an annual report to the: contracting agency each July for the duration of the project, indicating the number of minority, women, and non -minority group employees currently engaged In -each work classification required by the contract work. This Information Is to he reported on Form FHWA-13g1. The staffing data should represent the project work force on board In all or any part of the last payroll period preceding the end of July. If on-the-job training is being required by special provision, the contractor 23A-29 will be required to tolled and report training data. The employment data should reflect the work force on board during all or any part of the last payroll period preceding the end of July. III, NONSEGREGATED FACILITIES This provision Is applicable to all FederaFaid construction contracts and to all related construction subcontracts of $10,000 or more. The contractor must ensure that facilities providedfor employees are provided in such a manner that segregation on the basis of race, color, religion, sex, or national origin cannot result. The contractor may neither require such segregated use by written or oral policies nor tolerate such use by employee custom. The contractoes obligation extends further to ensure that its employees are not assigned to perform their services at any location, under the contactoes control, where the facilities are segregated. The ten 'facilities" includes waiting rooms, work areas, restaurants and other eating areas, time clocks, restrooms, washrooms, looker rooms, and other storage or dressing areas, parking lots, drinking fountains, recreation or entertainment areas, transportation, and housing provided for employees. The contractor shall provide separate or single -user restrooms and necessary dressing or sleeping areas to assure privacy between sexes. IV. DAVIS-BACON AND RELATED ACT PROVISIONS This section isapplicableto all Federal -aid construction projects exceeding $2,000 and: to all related subcontracts and lower -tier subcontracts (regardless of subcontract size). The requirements apply to all projects located within the right-of- way of a roadway that is functionally classified as Federal -aid highway. This excludes roadways functionally classified as local roads or rural minor collectors, which are exempt. Contracting agencies may elect to apply these requirements to other projects. The following provisions are from the U.S. Department of Labor regulations In 29 CFR 5,5 "Contred provisions and related matters° with minor revisions to conform to the FHWA- 1273 format and FH)NA program requirements. 1. Minimum wages a. All laborers add mechanics employed or working upon the site of the work, will be paid unconditionally and not less often than once a week, and without subsequent deduction or rebate on any account (except such payroll deductions as are permitted by regulations issued by the Secretary of Labor under theCopeland Act (29 CFR part3)), the full amount of wages and bona fide fringe benefits (or cash equivalents thereof) due at time of payment computed at rates not less than those contained In the wage determination of the Secretary of Labor which is attached hereto and made a part hereof, regardless of any contractual relationship which may be alleged to exist betweaq the contractor and such laborers and mechanics. Contributions made or costs reasonably anticipated for bona title fringe benefits under section 1(b)(2) of the Davis -Bacon Act on behalf of laborers or mechanics are considered wages paid to such laborers or mechanics, subject to the provisions of paragraph 1.d. of this section; also, regular contributions made or costs Incurred for more than.a weekly period (but not less often than quarterly) under plans, funds, or programs which cover the partkularweekly period, aredeemed to be constructively made or Incurred during such weekly period. Such laborers and mechanics shall be paid the appropriate wage rale and fringe benefits on the wage determination for the classification of work actually performed, without regard to skill, except as provided in 29 CFR 5.5(a)(4). Laborers or mechanics performing work in more than one classification may becompensatedat the rate specified for each classification for the time actually worked therein: Provided, That the employees payroll records accurately set forth the time spent in each classification in which work is performed. The wage determination Qncluding any additional classification and wage rates conformed under paragraph 1.b. of this section) and the Davis -Bacon poster (WH -1321) shall be posted at all times by the contractor and Its subcontractors at the se of the work In a prominent and accessible place where it can be easily seen by the workers. b.(1) The contracting officer shall require that any class of laborers or mechanics, Including helpers, which Is not listed in the wage determination and which is to he employed under the contract shall be classified in conformance with the wage determination. The contracting officer shall approve an additional classification and wage rate and fringe benefits therefore only when the following criteria have been mel: (1) The- work to be performed by the classification requested Is not performed by a classification In the wage determination; and (ii) The classification is utilized in the area by the construction Industry; and (iii) The proposed wage. rate, Including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination. (2) If the contractor and the laborers and mechanics to be employed In the classification (if known), or their representatives, and the contracting officer agree on the classification and wage rate (including the amount designated for fringe benefits where appropriate), a report of the action taken shall be sent by the contracting officer to the Administrator of the Wage and Hour Division, Employment Standards Administration, U.S. Department of Labor, Washington, DC 20210. The Administrator, or an authorized representative, will approve, modify, or disapprove every additional classification action within 30 days of receipt and so advise the contracting officer or will noft the contracting officer within the 30 -day period that additional time is necessary. (3) In the event the contractor, the laborers or mechanics to be employed in the classification or their representatives, and the contracting officer do not agree on the proposed classification and wage rate (including the amount designated for fringe benefits, where appropriate), the contracting officer shall refer the questions, including the views of all Interested parties and the recommendation of the contracting officer, to the Wage and Hour Administrator for determination. The Wage and Hour Administrator, or an autlorized representative, will issue a determination within 30. days of receipt and so advise the contracting officer or 23A-30 will notify the contracting officer within the 30,day period that additional time Is necessary. (4) The wage rato (including fringe benefits where appropriate) determined pursuant to paragraphs 1.6:(2) or 1.b.(3) of this section, shallbe paid to all workers performing work in the classification under this contract from the first day on which work is performed in the classification.. c. Whenever the minimum Wage rate prescribed in the contract for a class of laborers or mechanics Includes a fringe benefit which is not expressed as an houdy rale, the contractor shall either pay the benefit as staled in the wage determination or shall pay another bona fide tinge benefit or an hourly cash equivalent thereof. d. If the contractor does not make payments to a. trustee or other third person. the contractor may consider as part of the wages of any laborer ormochenic the amount of any costs .reasonably anticipated In providing bona fide fringe benefits under a plan or program, Provided, That the Secretary of Labor has found, upon the written request of the contractor, that the applicable standards of the Davis�Bscon Act have been met. The Secretary of Labor may require the contractor to set aside in a separate account assets for the meeting of obligations under the plan. or program. 2.. Withholding The contracting agency shall upon Its own action or upon written request of an authorized representative of the Department of Labor, withhold or cause to be withheld from the contractor under this contract, or any other Federal, contract with the same prime contractor, or any other federally - assisted contract subject to Davis -Bacon prevailing wag@ requirements, Which is held by the same prime contractor, so much of the accrued payments or advances as may be considered necessary to pay laborers and mechanics, including apprentices, trainees, and helpers, employed by the contractor or any subcontractor the full amount of Wages required by.the contract. In the event of failure to pay any laborer or. mechanic, Including any apprentice, traineo, or ,helper, employed or working on the site of the work, all or part of the wages required by the contract, the contracting agency may, atter written notice to the Contractor, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds until such violations have ceased. 3. Payrolls and basic records a. Payrolls and basic records relating thereto shall be maintained by the contractor during the course of the work and preserved for a period of three years thereafter for all laborers and mechanics working at the site of the work. Such records shall contain the name, address, and social security number of each such worker, his or her correct classification; hourly rates of wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits or rash equivalents thereof of the types described in section 1(b)(2)(B) of the Davis -Bacon Act), daily and Weekly number of hours worked, deductions made and actual wages paid. Whenever the Secretary of Labor has found under 29 CFR 5.S(a)(1)(iv) that the wages of any laborer or mechanic Include time amount of any costs reasonably anticipated in providing benefits under a plan or program described In section 1(b)(2)(B) of the Davis - Bacon Act, the contraclgr shall maintain records which show that the commitment to provide -such benefits is enforceable, thalthe plan or program is financially responsible; and that the plan or program has been communicated in writing tri the laborers or mechanics affected, and records which show the costs anticipated or the actual cost incurred in providing such benefits. Contractors employing apprentices or trainees under approved programs shall maintain written evidence of the registration of apprenticeship programs and certification of trainee programs, the registration of the apprentcos and trainees, and the ratios and wage. rates prescribed in the applicable programs. b.(1) The contractor shall submit weekly for each week in which any contract Work is performed a copy of all payrolls to the contracting agency. The payrolls submitted shall set out accurately and completely all of the Information required to be malntained under 20 CFR 5.5(a)(3)(I), except that full social security numbers and home addresses shall not be included on weeklylransmittals. Instead the payrolls shall only need to include an individually Identifying number for each employee e.g. , the last four digits of the employee's sodal.security mumber)..The required weekly payroll information may be submitted in any fame deslred. Optional Form WH -347 is available for this purpose from the Wage and Hour Division Web site at htlpl/wwx.dol.govlesaMhdlformshvh347instr.htm or its successor site. The prime contractor is responsible for the submission of copies of payrolls by all subcontractors. Contractors and subcontractors shall maintain the full social security number and current address of each covered worker, and shall provide them upon request to the contracting agency for transmission to the State DOT, the FHWA or the Wage and Hour Division. of the Department of Labor for purposes of an investigation or audit of compliancewith prevailing wage requirements. It is not aviolation of this section for a prime contractor to require subcontractor to provide addresses and social security pumbers to the prime contractor for Its own records, without weekly submission to the contracting agency.. (2) Each payroll submitted shall be accompanied by a "Statement of Compliance ° signed by the contractor or subcontractor or his or her agent who pays or supervises the payment of the persons employed under the, contract and shall certify the Following: ' (i) That the payroll for tie payroll period contains the information required to be provided under §5.5 (a)(3)(0) of Regulations, 29 CFR part 5, the appropriate Information is being maintained under §5.5 (a)(3)(1) of Regulations, 29 CFR partb, and that such information is correct and complete: (it) That aach laborer or mechanic (including each helper, apprentice, and trainee) employed on the contract during the paymil period has been paid the full weekly wages earned. without rebate, either directly or indirectly, and that no deductions have been made either directly or indirectly from the hill wages earned, other than permissible deductions as sot forth In Regulations, 29 CFR part 3; (ill) That each laborer or mechanic. has boon paid not less than the applicable wage rates and fringe benefits or cash equivalents for. the classification of work performed; as specified In the applicable wage determination Incorporated Into the contract. 23A-31 (3) The weekly submission of a properly executed certification set forth an the reverse side of Optional Foram WH -347 shall satisfy the requirement for submission of the `Statement of Compliance" required by paragraph 3.b.(2) of this section. (4) The falsification of any of the above certifications may subject the contractor or subcontractor to cavil or criminal prosecution under section 1001 of fifle 16 and section 231 of flits 31 of the United Slates Code. C. The contractor orsubcontractor shall make the records required under paragraph 3:a. of this section available for inspection, copying, or transcription by authorized representatives of the contracting agency, the State DOT. the FHWA, or the Department of Labor, and shall permit such representatives to interview employees during working hours on the job. If the contractor or subcontractor falls to submit the 'required records orto make them available, the FHWA may, after written notice to the contractor, the contracting agency or the State DOT, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds. Furthermore, failure to submit the required records upon request or to make such records available may be grounds for debarment action pursuant to 29 CFR 5.12. 4. Apprentices and trainees a. Apprentices (programs of the USDOL). Apprentices will be permitted to work -at less than the predetermined rate for the work they performed when they are employed pursuant to and individually registered in a bona fide apprenticeship program registered with the U.S. Department of Labor, Employment and Training Administration, Office of Apprenticeship Training, Employer and Labor Services, or with a State Apprenticeship Agency recognized by the Office, or if a person Is employed in his or her first 90 days of probationary empiuymont as an apprentice in such an apprenticeship program, who is not individually registered in the program, but who has been certified by the Office or Apprenticeship Training, Employer and Labor Services or a State Apprenticeship Agency (where appropriate) to be eligible for probationary employment as an apprentice. The allowable ratio of apprentices to journeymen on the job site In any craft classification shall not be greater than the ratio permitted to the contractor as to the entire work force under the registered program. Any worker listed on a payroll at an apprentice wage rate, who is not registered or otherwise employed as stated above, shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any apprentice performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. Where a. contractor is performing construction on a project.in a locality other than that in which its program is registered, the ratios and wage rates (expressed in percentages of the journeyman's hourly rate) specified in the contractoi's or subcontractor's registered program shall be observed. Every apprentice must be paid at not less than the rate specified in the registered program for the apprentice's level of progress, expressed as a percentage of the journeymen hourly rate specified In the applicable wage determination. Apprentices shall be paid fringe benefits in accordance with the provisions of the apprenticeship program, If the apprenticeship program does not specify fringe benefits, apprentices must be paid the full amount of fringe benefits listed on the wage determination for the applicable classification. If the Administrator determines that a different practice prevails for the applicable apprentice classification. fringes shall be paid in accordance with that determination. In the event the Office of Apprenticeship Training, Employer and Labor Services, or a Stale Apprenticeship Agency recognized by the Office, withdraws approval of an apprenticeship program, the contractor will no longer he permitted to utilize apprentices at less than the applicable predetermined rate for the work performed until an acceptable program is approved. b. Trainees (programs of the USDOL). Except as provided in 29 CFR 5.16, trainees will not be permitted to work at less than the predetermined rate for the work performed unless they are employed pursuant to and individually registered in a program which has received prior approval, evidenced by formal carfification by the U.S. Department of Labor, Employment and Training Administration. The ratio of trainees to journeymen on the job site shall not be greater than permitted under the plan approved by the Employment and Training Administration. Every trainee must be paid at not less than the rate specified in the approved program for the trainee's level of progress, expressed as a percentage of the journeyman hourly rate Specified in the applicable wage determination. Trainees shall be paid fringe benefits In accordance with the provisions of the trainee program. If the trainee program does not mention fringe benefits, trainees shall be paid the full amount of fringe benefits listed on the wage determination unless the Administrator of the Wage and Hour Division determines that mere Is an apprenticeship program associated with the corresponding journeyman wage rate on the wage determination Which provides for less than full fringe benefits for apprentices. Any employee listed on the, payroll at a trainee rate who Is not registered and participating in a training plan approved by the Employment and Training Administration shall be paid not less than the applicable wage rale on the wage determination for the classification of work actually performed. In addition, any trainee performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate an the wage determination for the work actually performed. In the event the Employment and Training Administration withdraws approval of a training program, the contractor will no longer be permitted to utilize trainees at less than the applicable predetermined rate for the work performed until an acceptable program Is approved. c. Equal employment opportunity. The utilization of apprentices, trainees and journeymen under this part shall be in conformity with the equal employment opportunity requirements of Executive Order 11246, as amended, and 29 CFR part 30. 23A-32 d. Apprentices and Trainees (programs of the U.S. DOT)._ Apprentices and trainees working under apprenticeship and skill training programs which have been certified by the Secretary of Transportation as promoting EEO in connection with Federal -aid highway construction programs are not 'subject to the requirements of paragraph 4 of this Section IV. The straight time hourly wage rates for apprentices and trainees under such programs will be established by the 'particular programs. The ratio of apprentices and trainees to journeymen shall not be greater than permitted by the terms of the particular program: 5.. Compliance with Copeland Act requlremonts. The contractor shall comply with the requirements of 29 GFR part 3, which are incorporated by reference in this contract. 6,_Subcontracts. The contractor or subcontractor shall insert Form ,FHWA-1273 in any subcontracts and also require the subcontractors to include Form FHWA-1273 in any tower tier .subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all the contract clauses in 29 CFR 5.5. 7.Coritracttermination:debarment Abreachofthe contract clauses in 29 CFR 5.5 may be grounds for termination of the contract, and for debarment as a.contractor and a subcontractor as provided in 29 CFR 5.12. 8. Compliance with Davis -Bacon and Related Act requiroments. All rulings and.interprelations of the Davis - Bacon and Related Acts contained in 29 CFR parts 1, 3, and 5 are herein incorporated by reference in this contract. S. Disputes concerning labor standards. Disputes arising out of the labor standards provisions of this contract shall not be subject to the general disputes clause of this contract. Such disputes shall be resolved in accordancewith.lhe procedures of the Department of Laborset forth in 29 CFR parts 5, 6, and 7. Disputes within the meaning of this clause Include disputes between the contractor (or any of its subcontractors) and the contracting agency, the U.S. Department of Labor, or the employees or their representatives. 10. Certification of eligibility. a. By entering into this contract, the contractor certifies that neither it (nor he or she) nor any person or fin who has an 'interest in the contractor's firm is a person or firm ineligible to be awarded Government contracts by virtue of section 3(a) of the Davis -Bacon Act or 29 CFR 5.12(a)(1). b. No part of this contract shall be subcontracted to any person or firm Ineligible for award of a Government contract by virtue of section 3(a) of the Davis -Bacon Act or 29 CFR 5.12(a)(1). c. The penally for making false statements is prescribed in the U.S. Criminal Code, 19 U.S.C.1001. V. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT The following clauses apply to any Federal-ald construction contract in an amount In excess of $100;000 and subject to the overtime provisions of the Contract Work Hours and Safety Standards Act. These clauses shall be inserted in addition to the clauses required by 29 CFR 5.5(a) or 29 CFR 4.6. As used In this paragraph, the terms laborers and mechanics include watchmen and guards. 1.0vortimerequlremonts. Nocontractororsubccntractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic In any workweek in which he or. she Is employed on such work to work in excess of forty hours in spoh workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked In excess of forty hours in"such workweek. 2. Violation; liability for unpaid wages; liquidated damages,. In the event of any violation of the clause set forth in paragraph (1.) of this section, the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages: In addition,such contractor and subcontractor shall be lipble to the United States (in the case of work done under contract for the District of Columbiaor a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each Individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (1.) of this section, in the sum of $10 for each calendar day, on which such Individual was required or permitted to work in excess of the standard workweek of forty hours without payment of theovedime wage's required by the clause set forth in, paragraph (1.).ofthiesection. 3. Withholding for unpaid wages and liquidated damages. The FHWA or the contacting agency shall upon Its own action or upon written'request of an authorized representative of the Department of. Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally -assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (2.) of this section. 4, Subcontracts,. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (t.) through (4.) of this section and also a clause requiring the subcontractors to include these clauses in any lower Ser subcontracts. The prime contractor shall be responsible for complianceby any subcontractor or tower tier subcontractor with the clauses setforth in paragraphs (1:) through (4.) of this section. 23A-33 VI. SUBLETTING OR ASSIGNING THE CONTRACT This provision Is applicable to all Federal-ald construction contracts on the National Highway System. 1. The contractor shall perform with its own organization contract work amounting to not less than 30 percent (or a greater percentage if specified elsewhere in the contract) of the total original contract price, excluding any specialty Items designated by the contracting agency. Specialty hems may be performed by subcontract and the amount of any such specialty Items perforated may be deducted from the total original contract price before computing the amount of work required to he performed by the contractors own organization (23 CFR 635.116). a. The lemr "perform work with Its own organization" refers to workers employed or teased by the prime contractor, and equipment owned or rented by the prime contractor, with or without operators. Such.torm does not Include employees or equipment of a subcontractor or lower tier subcontractor, agents of the prime contractor, or any other assignees. The term may Include payments for the costs of hiring leased employees from an employee leasing firm meeting all relevant 'Federal and State regulatory requirements. Leased employees may only be included in this term if the prime contractor meets all of the following conditions: (1) the prime contractor maintains control over the supervision of the day -to -clay activities of the leased employees; (2) the prime contractor remains responsible for the quality of the work of the loosed employees; (3) the prime contractor retains all power to acceptor exclude individual employees from walk-on the project; and (4) the prime contractor remains ultimately responsible for the payment of predetermined minimum wages, the submission of payrolls, statements of compliance and all other Federal regulatory requirements. b. "Specialty Items" shall be construed to be limited to work that requires highly speciallzed knowledge, abilities; or equipment not ordinarily available in the type of contracting organizations qualified and expected to bid or propose on the contract as a whole and In general are to be limited. to minor components of the overall contract. 2. The contract amount upon which the requirements set forth In paragraph (1) of Section VI Is computed includes the cost of material and manufactured products which are to be .purchased or produced by the contractor under the contract .provisions. 3. The contractor shall furnish (a) a competent superintendent or supervisor who is employed by the firm, has full authority to direct performance of the work in accordance with the contract requirements, and Is in charge of all construction operations (regardless of who performs the work) and (b) such other of Its own organizational resources (supervision, management, and engineering services) as the contracting officer determines is necessary to assure the performance of the contract. 4, No portion of the contract shall be sublet, assigned or otherwise disposed of except with the wriden consent of the contracting officer, or authodzed representative, and such consent when given shall not Lieyonshued to relieve the, contractor of any responsibility for the fulfillment of the contract. Written consent will be given only atter the contracting agency has assured the', each subcontract is evidenced In writing and that it contains all pertinent provisions and requirements of the prime contract. 5. The 30%, self-parfonnance requirement of paragraph (1) is not applicable to design -build contracts; however, contracting agencies may establish their own self -performance requirements. Vli, SAFETY: ACCIDENT PREVENTION T h i s p r o v i s i o n i s applicable to all Federal -aid construction contracts and to all related subcontracts. L to the performance of this contract the contractor shall comply with all applicable Federal, State, and local laws governing safety, health, and sanitation (23 CFR 635). The .contractor shall provide all safeguards, safety devices and protective equipment and take any other needed actions as it determines, or as the contracting officer may determine, to be reasonably necessary to protect the life and health of employees on the job and the safety of the public and to protect property In connection with the performance of the work covered by the contract. 2. q is a condition of this contract, and shall be made a condition of each subcontract, which file contractor enters Into pursuant to this contract, that the contractor and any subcontractor shall net permit any employee; In performance of the contract, to work in surroundings or under conditions which are unsanitary, hazardous or dangerous to hlslher health or safety, as determined under construction safety and health standards (20 CFR 1926) promulgated by the Secretary' of Labor, in accordance with Section 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 3704). 3. Pursuant to 29 CFR 1926.3, It is a condition of this contract that the Secretary of Labor or authorized representative thereof, shall have right of entry to any site of contract performance tolospect or Investigate the matter of compliance with the construction safety and health standards and to carry out the duties of the Secretary under Section 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C.3704). VIII. FALSE STATEMENTS CONCERNING HIGH'NAY PROJECTS T h I s p r a v I s 1 o n i s applicable to all Federal -aid construction contracts and to all related subcontracts. In order to assure high quality and durable construction In conformity with approved plans and specifications and a high degree of reliability on statements and representations made by engineers, contractors, suppliers, and workers on Federal - aid highway projects, it is essential that all persons concerned mth Iha project perform their functions as carefully, thoroughly, and honestly as possible. Willful falsification, distortion, or misrepresentation with respect to any facts related to the pmject is a violation of Federal law. To prevent any misunderstanding regarding the seriousness of these and slmiiar eche, Fonn FHVVA-1022 shall be posted on each Fedara!-aro highway project (23 CFR 635)1n one or more places where it is readily available to all persons concerned with the prolocu 10 U.S.C. 1020 reads as follows: 23A-34 "Whoever, being an officer, agent, or employee of the United States, or of any Slate or Territory, or whoever, whether person, association, firm, or corporation, knowingly. makes any false statement, false representation, or false report as to the character, quality, quantity, or cost of the material used or to be used, or the quantity, or quality of the work performed or to be performed, or the cost thereof in connection with the submission of plans, maps, specifications, contracts, or costs of construction on any highway or related project submitted for approval to the Secretary of Transportation; or Whoever knowingly makes any false statement, false representation, false report or false daim with respect to the character, quality, quantity, or cost of any work performed or to be performed, or materials fumished or to be fumished, in connection with the construction of any highway or related project approved by the Secretary of Transportation; or Whoever knowingly makes arly false statement or false representation as to materialfact tri any statement, certificate.. or report submitted pursuant to provisions at the Federal -aid Roads Act approved July 1, 1916, (39 Stet. 355), as amended and. supplemented; Shall be fined under this title or imprisoned not more than 5 years or both." IX. IMPLEMENTATION OF CLEAN AIR ACT AND FEDERAL WATER POLLUTION CONTROL ACT This provisionis applicable to all Federal -aid construction contracts and to all related subcontracts. By submission of this bid/proposal or the execution of this contract, or subcontract, as zppropriate, the bidder; proposer. Federal -aid construction contractor, or subcontractor,as appropriate, will be deemed to have stipulated as follows:. 1. That any.person who Is orwill be utilized in the performance of this contract Is not prohibited from receiving an award due to a violation of Section 508 of the Clean Water Act or Section 306 of the Clean Air Ad. 2. That the contractor agrees to Include or rause to be Included the.requirements of paragraph (1) of this Section X In every subcontract, and further agrees to take such action as the contracting agency may direct as a means of enforcing such requirements. X. CERTIFICATION REGARDING DEBARMENT,. SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION. This provision is applicable to all Federal -aid construction contracts, design -build contracts, subcontracts, lower -tier subcontracts, purchase orders. lease agreements,. consultant '.contracts or any other covered transaction_ requiring FHWA approval or that is estimated to cost $25,000 or more— as defined In 2 CFR Parts 180 and 1200. 1. instructions for Certification — First Tier Participants: a.. By signing and submitting this proposal, the prospective first tier participant is providing the certification set out below. b. The inability of a person to provide the certification set out below will not necessarily result in denial of participation in this covered transaction. The prospedive.firstlier participant shall submit an explanation of why it cannot providethecertification setoul below. The certification or explanation will be considered'in connection with the department or agency's determination whether to enter into this transaction. However, failure of the prospective first ter participant to fumish a certification or an explanation shall disqualify such a person from participation in this transaction. c. The certification In this clause is a material representation of fad upon which reliance was placed when the contracting agency determined to enterbno this transaction. if it Is later determined that the prospective participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the contracting agency may terminate this transaction for cause of default. d. The prospective first tierpargcipanl shall provide immediate written notice to the contracting agency to whom this proposal is submitted O any time the prospective first tier participant learns that Its certification was. erroneous when submitted or has become erroneous by reason of changed circumstances.. e. The terms "covered transaction;" "debarred," "suspended; "'ineligible," "participant," "person," 'principal," and "voluntarily excluded," as used In this clause, am defined in 2 CFR Parts 180 and 1200. "First Tier Covered Transactions" refers to any covered transactionbetween a grantee or subgrantee of Federal funds and -a participant (such as the prime or general contract). "Lower Tier Covered Transactions" raters to any covered transaction under a First Tier Covered Transaction (such as subcontracts). "First Tier PaNcipant" refers to the participant who has entered into.a covered transaction with a grantee or subgrantee of Federal funds (such as the prime or general contractor). "Lower Tier Participant" refers any participant who has entered Into a covered transaction with a Fast Tier Participant or other Lower 'nee Participants (such as subcontractors and suppliers). L The prospective first tier participant agrees by submitting this proposal that, should the proposed covered transaclfon be entered into,. it shalt not knowingly enter Into any lower tier covered transaction with a person who is debarred, suspended, declared Ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency entering into this transaction. g. The prospective first tier participant further agrees by submitting this proposal that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion -Lower Tier Covered Transactions," provided by the department or contracting agency, entering into this covered transaction, without modification, in all lower tier covered transactions and in all solicitations for lower bar covered transactions exceeding the $25,000 threshold. h. A participant in a.covemd transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant Is responsible for ensuring that its principals are not suspended, debarred, or otherwise ineligible to participate in covered transactions. To verify the eligibility of its principals, as well as. the eligibility of any lower tier prospective participants, each participant may, but is not required to, check the Excluded Parties List System webslle hIfs9twww.riols.00vA, which is compiled by the General Services Administration: 23A-35 1. Nothing contained In the foregoing shall be construed to require the establishment ofs system of records in order to render in good faith the ceNfication required by this clause. The knowledge and Intonation of the prospective participant is not required to exceed that which Is normally possessed by a prudent person in the ordinary course of business dealings. j. Except for transactions authorized under paragraph (f) of these instructions, if a participant in a covered transaction knowingly enters Into a lower tier covered transaction with a person who Is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the department or agency may terminate this transaction for cause or default. 2. Certification, Regarding Wbarment, Suspension, Ineligibility and Voluntary Exclusion — First Tier Participants: a, The prospectivefirst tier participant certifies to the best of its knowledge and belief, that It and its principals: (1) Are not presently debarred, suspended, proposed for debarment, declared ineligible, orvoluntarily excluded from participating in covered transactions by any Federal department or agency; (2) Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a public transaction; violation of Federal or State anfitru rt statutes or commission of embezzlement. theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; (3) Are not presently indicted for or otherwise criminally or civilly charged by a govemmenlal entity (Federal, Stale or local) with commission of any of the offenses enumerated in paragraph (a)(2) of this certification; and (4) Have not within a. three-year period preceding this applicationlprcposal had one or more public transactions (Federal, State or local) terminated for muse or default. b. Where the prospective participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. 2. Instructions for Certification - Lower Tier Participants: (Applicable to all subcontracts, purchase orders and other lower tier transacrions requiring prior FHWA approval or estimated to cost $25,000 or more - 2 CFR Pans 160 and 1200) a, By signing and submitting this proposal, the prospective lower tier is providing the certification set out below. h. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction Was entered Into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available Id the Federal Government, the department, or agency with which SGi this transaction originated may pursue available remedies, including suspension and/or debarment. c. The prospective. lower tier participant shall provide immediate written notice to the person to which this proposal Is submitted If at any time the prospective lower tier participant teams that Its certification was erroneous by reason of changed circumstances. d. The terms "covered transaction," "debarred," "suspended," "ineligible," "participant," "person," "principal," and "voluntarily excluded," as used in this clause; are defined in 2 CFR Parts 180 and 1200. You may contact the person to which this proposal Is submitted for assistance in obtaining a copy of those regulations. 'First Tier Covered Transactions 'refers to any covered transaction between a grantee or subgrantee of Federal funds and a participant (such as the prime or general contract). 'Lmver Tier Covered Transections' refers to any covered transaction under a First Tier Covered Transaction (such as subcontracts). 'First'ler Participant' refers to the participant who has entered Into a covered transaction with a grantee or subgrantee of Federal funds (such as the prime or general contractor). "Lower Tier Participant' refers any participant who has entered Into a covered transaction with a First Tier Participant er other Lower Tier Participants (such as subcontractors and suppliers). e. The prospective lower tier participant agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this transaction originated. f. The prospective Inver tier participant further agrees by submitting thisproposalthat it will include this clause titled "Carlificalion Regarding [Debarment, Suspension, Ineligibility and Voluntary Exclusion -Lower Tier Covered Transaction," without modification, In all lower tier covered transactions and in all solicitations for lower tier covered. transactions exceeding the $25,000 threshold. g. A participant In a covered transaction may rely upon a certification of a prospective participant Ina lower tier covered transaction that is not debarred, suspended; Ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant Is responsible for ensuring that its principals are not suspended, debarred, or otherwise ineligible to participate in covered transactions. To verify the eligibility of its principals, as well as the eligibility of any lower tier prospective participants, each participant may, but is not required to, check the Excluded Parties List System website(htlosa7www.e I>r s eovn, which is compiled by the General Services Administration. h. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render In good faith the certification required by this clause. The knowledge and information of participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. I. Except for transactions authorized under paragraph a of these Instructions, if a participant in a covered transaction knowingly entem into a lower tier covered transaction with a person who is suspended, debarred, Ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government the 23A-36 department or agency with which this transaction originated may pursue available remedies, Including suspension and/or debarment. Certification Regarding DobatmenL Suspension, Ineligibility and Voluntary Excluslon—Lower Tier Participants: 1. The prospective lower tier participant certifies, by submission of this proposal, that neither It nor Its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participating in covered transactions by any Federal department or agency. 2. Where the prospective lower tier, participant is unable to certify to any of the statements In this certification,such Prospective participant shall attach an explanation to this proposal. XI. CERTIFICATION REGARDING USE OF CONTRACT FUNDS FOR LOBBYING This provision is applicable to all Federal -aid construction contracts and to all related subcontracts which exceed $100,000 (49 CFR 20). 1. The prospective participant certifies, by signing and submitting this tied orproposal, to the best of his or her knowledge and belief, that: A. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agmemeok and the extension, continuation, renewal. amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. b. If any funds other than Federal appropriated funds have been paid or will be paid to any person for Influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee -ofa Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form -LLL; "Discloo ne, Form to Report Lobbying," in accordance with Its Instructions. 2. This certification Is a material representation of fact; upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction Imposed by 31 U.S.C. 1352. Any person who falls to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100.000 for each such failure. 3rThe prospective participant also agrees by submitting Its bid or proposal that the participant shall require that the language of this certification bo; included In all layer tier subcontracts, which exceed $100,000 and that all such recipients shall certify anddisclose accordingly. 11 23A-37 Klassic Engineering and Construction, INC KEC250 S Tustin ST. Orange, CA 92866 Proof of Registration with D& B Data Universal Numbering System (714) 369-8382�Ni(Igs@gmail.com Ylehme kelven Sheen ISwn Wt dun &?bradstreet Government Update User Profile Transaction History FAQS Contact Us Hume. s !Update. Main Menu p !Update Main Menu The following companies are associated wide yo a profile. Select the companyyoo would like to review, then select an option from the menu below. D.0 -N -Ss Company 0 Address, City, State O.Due & flrudstseet. mc- 2000-201 S. All rlght! s,,..d. 23A-39 FAQ!I Contact Us Proof of Registration with System for Award Management (714) 369-8382.tni"s@gmail.com Klassic Engineering and Construction, INC KEC 250 S Tustin ST. Orange, CA 92866 Proof of Registration with System for Award Management (714) 369-8382.tni"s@gmail.com A ccouideAfFsadon Md 1�llYd EEIE{6��• l IWc11P22817dd8_'.1]39 YNiW5 Username _ Pa ord I it Forgot Ummamei Fmgpt Poss aN2 Create Individual Account Account Created- Confirmation connrmauen Wed N.r 1513:43:17 F9r W17 Up � crena an Acton ONCC binns —Ymp9nLWrt nesteen YMlmtl 8A Yee am not tl.ne.W.lust-ntyeu en.mall WtAp amen dthe. ,.paw wmyou wn a.Cflrm Yourpmnunt oeatlon. A ve.m nree kn fvW Nat Ymt mus[[fck wiNln Ian48 tows to adMt2 your eaoum.. For nme; dtton [O8E W 90 tett b me MM Nmnp Pe^.e. S:xnh 6boords FAR11§.gov Data Ac Dis'tlalmers GSAgov/IAE Q*ck Status AccmiU0Ry GSA.gov About -Prr2ry Polley. USA.gov I lelp TJskaUS wnprd .W.Yn 4J:nNeryMw'nFdk lWnrvtMt Mnpe,tysbintlW rt'FCaOM,,At l,, N.Jly, It, fivwnRCtor yNnwukIhuN y.8mn:t9uwReuvm ti+tes nav4pe coay.ayxten.o[aanyemu»i P:irwvme 23A-41 EXHIBIT 1 City of Santa Ana Section 3 Contract Clause These Clauses are to be inserted in all contracts A. The work to be performed under this contract number 15-7538 by and between the City of Santa Ana, hereinafter referred to as "City" and Klassic Eneineerine &Cons ruction inc., hereinafter referred to as "Contractor", is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended 12 U.S.C. 170.1u (section 3). The purpose of Section 3 is to ensure that employment and other economic opportunities generated HUD assistance or HUD -assisted projects covered by Section 3, shall, to the greatest extent feasible, be directed to low -and very low-income persons. B. The parties to this contract agree to comply with HUD's regulations in 24 CFR Part 135, which implement Section 3. As evidenced by their execution of this contract, the parties to this contract certify that they are under no contractual or other constraint that would prevent them from complying with the Part 135 regulations. C. The contractor agrees to send to each labor organization or representative of workers with which the Contractor has an agreement or other understanding, if any, a notice advising the labor organization or workers' representative of the Contractor's commitments under this Section 3 clause, and will post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall describe the Section 3 preference, shall set forth minimum number and job titles subject to hire, availability of apprenticeship and training positions, the qualifications for each; and the name and location of the person(s) taking applications for each of the positions; and the anticipated date the work shall begin. D. The Contractor agrees to include a Section 3 clause in every subcontract subject to compliance with regulations in 24 CPR Part 135, and agrees to take appropriate action, upon a finding that the subcontractor is in violation of the regulations in 24 CFR part 135. The Contractor will not subcontract with any subcontractor where the Contractor has notice or knowledge that the subcontractor has been found in violation of the regulations in 24 CFR Part 135 E. The Contractor will certify that any vacant employment positions, including training positions, that are filled (1) after the Contractor is selected but before the contract is executed, and (2) with persons other than those to whom the regulations of 24 CFR part 135 require employment opportunities to be directed, were not to circumvent the Contractor's obligations under 24 CFR part 135. F. Noncompliance with regulations in 24 CFR Part 135 may result in sanctions, termination of this contract for default, and debarment or suspension from future [IUD assisted projects. The Contractor by this signature af/enjocintained eto declares under penalty of perjury: Contractor has read City requirements and pccepts all requirtherein for all of his/tier operations within the City of Santa Ana. / Keivan Shirali C.E.O. 11/14/17 Signature of Contractor Print Name and Title Date 759241 A & B 042098769 Contractor License Number & Designation Federal DUNS Number 23A-42 EXHIBIT 2 City of Santa Ana Section 3 New Hire Calculation Form Project Name: Santa Ana Regional Transportation CenterRestroom Improvements Project Location: 1000 East Santa Ana Blvd. Santa Ana Ca Q9707 Street City State Zip Contractor Name: _ Klassic Engineering & Construction Inc. Contractor Contact: Keivan Shirali Contractor Telephone Number: 714-369-8389 Contractor Email Address: Klassicplans(o)gmail.com Sectitin 3 �IBesidemt I�uan�:Goais ' I l'otal Numtier ot;New Hires: -_, Total number of of Contractor 3 hires necessary to comply with contract: . ell2 11/14/17 Date 23A-43 EXHIBIT 8 Contractor's Section 3 Aff tmative Action Plan Santa Ana Regional Transportation Center Restroom Improvements Project No. 15 7538 Project Number and Title The undersigned contractor agrees to implement the following affirmative action steps directed at increasing the utilization of lower income residents and business concerns located within the County of Orange,. I. 'fake affirmative action to ensure that employees or applicants for employment or training are not discriminated against because of race, color, religion, sex or national origin. 2. Send a notice of the contractor's Section 3 commitment to each labor organization or representative of workers and post a copy of the notice at a conspicuous place available to employees and applicants for employment or training. 3: To the greatest extent feasible, make a good faith effort to recruit for employment or training lower income residents from, the County, and to award contracts 'to business concerns which are located in or owned in substantial part by persons residing in the County through use of: local advertising media, signs placed at the project site and notification to community organizations and public or private institutions operating within or serving the project area such as Service Employment and Redevelopment (SER), Opportunities Industrialization Center (OIC), Urban League, Contracted Employment Program, U.S. Employment Service, Chamber of Commerce, labor unions, trade associations and business concerns. 4. Maintain a file of all low-income area residents who applied for employment or training either on their own or on referral from any source, and the action taken with respect to each area resident. 5. Maintain a file of all business concerns located in the County who submitted a bid for work on the project, and the action taken with respect to each bid. 6. Maintain records, including copies of correspondence, memoranda, etc., which document that affirmative action steps have been taken. Incorporate the Section 3 clause provisk Section 3 Affirmative Action Plan. . Klassic Engineering & Construction Inc. Company Name 250 S. Tustin St, Orange, Ca. 92866 Address: Street, City, State, Zip 042098769 DUNS Number Kcivan Shfiali Printed Name C.E.O. Title 23A-44 mtractor(s) to submit a EXHIBIT 9 City of Santa Ana Section 3 Contract Award Consideration Bidder's Name: Klassic Engineering & Construction Inc. Please check the numbered statement that is applicable to your business: I: My business qualifies as a Section 3 business concern: If you have checked statement NUMBER 1 please read the attached Section 3 Business Concern Preference - Bidding Requirements. (Please check the applicable qualification for statement number 1) 51% owned by Section 3 residents; or Permanent, full-time employeesinclude at least 30% Section 3 residents; or Will subcontract more than 25% of the dollar award of all subcontracts to be awarded to businessconcem(s) that meet either of the two preceding qualifications. Note: You are required to list all subcontractors and owner -operators in your bid statement. 2. —My business does not qualify as. a Section 3 business concern. Note: Section 3 business conce A are located in this project's Contract Documents & specifications Uanual within tft esection li[led Zectz4 on 3 Economic Opportunities Plan'. o1(/14/17 of Business f Date Keivan Shirali Print Name 23A-45 EXHIBIT 12 CITY OF SANTA ANA WOMEN OWNED/MINORITYBUSINESS OWNED ENTERPRISES (W/MBE) GOOD FAITH EFFORT'S Pursuant to 24 CFR Part 85 § 85.36 (e) of Code of Federal Regulations, contractor must take all necessary affirmative steps to assure that minority business firms, women's business enterprises and labor surplus Finns are used whenever possible. Contractor shall submit the following information to demonstrate that a goof faith effort has been made to comply with the above section of the Code of Federal Regulations. snbmitta9 of this form, in and of itself, may not provide sufficient documentation to demonstrate that goof faith effort was made, Documentation such as copies of advertisement, letters of solicitation, telephone logs, rejected quotes, etc. should accompany this form. 1. The names and dates of advertisement of each newspaper, trade paper, and minority -focus paper in which a request for W/IVIBE participation for this project was placed by the bidder: Names 9f Newspaper Slate of Advertisement Fogow.up Methods and Dates J `'B oC� !ll ' N Q.l Pwo e b 2. The names and dates of written notices sent to W/MBF. soiieitin.a bids for this project and methods used for following up initial solicitation to determine with certainty whether the W/MBE were interested. Names of W/MBE Solicited Dates of solicitation Fogow.up Methods and Dates J `'B oC� !ll ' N Q.l Pwo e b 3. The items of work which the bidder made available to W/MB.F firms, including, where appropriate, any breaking down of the contracts into economically feasible units to facilitate W/MBE participation, and the information furnished to W/MBE such as plans; specifications, and requirements for the work. Items of Work 'Q,Ar,6 r, JU Breakdown of Items: 1 4-`, WQ`" mo c S Information Furnished: V NjQ,A --- 1 K• ���pt� F �e�- F:NOGSPHUPSVCS!VIUDFOitAS�MHU5a0JAMD - 50CEOOSpea.Def; 23A-46 a EXHIBIT 12 (cont.) 4. Efforts made to assist W/MBE in obtaining bonding, lines of credit or insurance, and any technical assistance related to the plans, 'specifications and requirements for the work which was provided.to W/MBE: 5. Any additional data to support a demonstration of good faith effort, such as contracts with Ru/MBE assistance agencies: I declare under penalty ofperjury that the foregoing information is trite artd correct to the hest, of my knowledge. I understand that the City of Santa dna at /or the U.S. Department of Elousing and Urban Development may verify the information provided hereintin co cti{�n with Y�/MBE compliance evahtatiorr/audit activities and tha(failure to filly and truthfully complete thus] by result in economic or other sanctions. Si nature: 77M, 7 Name: Keivan Shirali Title: C.E.Q. Date. 11/14/17 Name of Contractor/Subcontractor: Klassic Engineering & Construction Inc. Contractor/Subcontractor Identification Number: 042098769 Address (Street, City, State, Zip): 250 S. Tustin St. Orange, Ca. 92866 Business Racial/Ethnic/Gender Code: Circle the numeric code which indicates the raciaUethnic/gender character of the owner(s) and controller(s) of 51 % of the business. When 51% or more is not owned and controlled by any single. racial/ethnicity/gender category, circle the code which seems most appropriate. I = White Americans 4 = Hispanic Americans 2 = Black Americans 5 = Asian/Pacific Americans 3 = Native Americans 6 = Hasidic Jews Woman Owned Business: Circle One: Yes or No - F]DOCS%PROPSVCSV UOFORMS%IBUSBNWB. S"EU Spem.00C""'. __ .__. .. ...... ._ __ _._.- 23A-47 EXHIBIT 15 NONCOLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the City of Santa Ana DEPARTMENT OrPUBL(C WORKS In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106, the bidder declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the bidder has not directly or indirectly induced or solicited any other bidder to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived, or agreed with any bidder or anyone else to put in a sham bid or that anyone shall refrain from bidding; that the, bidder has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the bidder or any other bidder, or to fix any overhead, profit, or cost element of the bid price, or of that of any other bidder, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the bidder has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof; or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Klassic Engineering & Construction Inc. Name of Contractor St. Oranee. Ca. and Title 11/14/17 Date 2, C.E.O. - F:VOCSTROFSVCSWUUFORMSIPABUSBWMda- SetlloOSpeeUCC'-' -"" -- - -' - -- ---- — --- --- - - - --- 23A-48 EXHIBIT 16 FEDERAL LOBBYIST REQUIREMENTS CERTIFICATION Name of Firm: Klassic Engineering & Construction Inc Date: 11/14/17 Address: 250 S. Tustin St. State: Orange Zip Code: 92866 ^ Telephone; (.714) 369-8389 Acting on behalf of the above-named firm as its Authorized Official, I make the following Certification to the Department of Housing and Urban Development (HUU) and the Community Development Commission, County of Los Angeles; I) No Federal appropriated funds have been paid, by or on behalf of the above-named firm to any person for influencing or attempting to influence an officer or employee of any agency, a Meittber of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant loan, or cooperative agreement, and any extension, continuation, renewal, amendment, or modificationthereof; and 2) If any funds other than Federal appropriated funds have been paid or will 'be paid to any person for influencing or attempting to influence an officer or employee or any agency, a Member of Congress, an officer or employee of Congress, or in employee of a Member of Congress in connection with this Federal contract, grant, loin, or cooperative agreement, the, above-named ,firm shall complete and submit Standard Forth—LLL, "Disclosure Fonn to Report Lobbying" accordance with its instructions; and 3) The above-named firm shall require that the language of this certification be included in the award documents for all sub -awards at all 'tiers (including subcontracts,sub-grants, and contracts under grants, loans, and cooperative agreements) and that all sub -recipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisit@ for making or entering into the transaction imposed by -Section 1352 Title 31 U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Authorized Official: Name: Signatun Title: C.E.O. Date: 11/14/17 _..._. F-kMCSTROPSVC L4UDFORXMWBU5BO4AVB.S.c .OSpO.DOC -- -- 23A-49 EXHIBIT 17 CERTIFICATION OF UNDERSTANDING AND AUTHORIZATION Project Name: Santa AAta P iflonalTransportation Center Restroont Renovation - Project Number: 15 - This i_ This is to certifv that the principals and the authorized payroll officer, balow, have read and understand the labor standards clauses pertaining to the subject project. The following person(s) is designated as the payroll officer for the undersigned and is authorized to sign the Statement of Compliance, which will accompany our weekly certified payroll reports for this project: Keivan Shirall Printed Name C.E.O. Title 11/14/17 Date 719241 Contractor/Subcontractor License No. 042098769 DUNS Number .._._F-��$NROF54'CSWUOFCRI:5IAIPJ530b1M8 •-Sd�cn35p5^sCOC- -___ .... .. ____. .. ......... _.. 23A-50 EXHIBIT 3 CITY OF SANTA ANA CONSTRUCTION CONTRACT PROJECT NO.: 15-7538 SANTA ANA REGIONAL TRANSPORTATION CENTER RESTROOM RENOVATION This CONSTRUCTION CONTRACT is made and entered into this 16th day of January, 2018 by and between the City of Santa Ana, California, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "CITY"), and K-h6,sic;', —Engmeering & Construction; Inc. (hereinafter "CONTRACTOR'). WITNESSETH: The CITY and the CONTRACTOR, for the consideration hereinafter named, mutually agree as follows: CONTRACTOR agrees to perform all the work and furnish all the materials at its own cost and expense necessary to construct and complete in a good and workmanlike manner and to the satisfaction of the City Engineer of the CITY, the Santa Ana Regional Transportation Center Restrrom Renovation Project (hereinafter referred to as the "WORK OF IMPROVEMENT") identified in and in accordance with the Contract Documents prepared by the City's Public Works Agency and approved by the City Council. 2. The complete Construction Contract consists of the "Contract Documents" as defined by the Standard Specifications for Public Works Construction and which include the following: • Notice Inviting Bids • Information to Bidders • Bid Proposal • Bid Bond • Contract Form • Contract Bonds • General Provisions • Special Provisions • Technical Provisions and Project Plans • Community Workforce Agreement • Appendices In case of conflict between the Contract Documents, the precedence of documents shall be as established in the Standard Specifications for Public Works Construction. 3. CITY agrees to pay and CONTRACTOR agrees to accept in full payment to complete the WORK OF IMPROVEMENT the sum total amount not to exceed Two Hundred Ninety -Six Thousand Seven Hundred Thirty -Five Dollars (S29'673`5V@0 "as set forth and identified in the BID PROPOSAL, which is attached hereto and incorporii&herein as Exhibit "A." The BID PROPOSAL contains a schedule of unit price(s) or lump sum(s) based on approximate quantities only, and the City does not expressly or by implication agree that the actual amount of work will correspond therewith, but reserves the right to increase or decrease the amount of any class or portion of the work or to omit portions of the work as may be deemed necessary or advisable. rev. 09/01/2017 23A-51 Pagel of3 4. CONTRACTOR agrees to complete the WORK OF IMPROVEMENT within the time specified in the Time for Completion of Improvements section of the BID PROPOSAL (Exhibit "A") including commencing construction within the timeframe therein specified after issuance of a Notice to Proceed. 5. The CONTRACTOR will pay, and will require all subcontractors to pay, all employees on the WORK OF IMPROVEMENT a salary or wage at least equal to the prevailing salary or wage established for such work as set forth in the wage determinations for this work in accordance with applicable State and Federal law. 6. If applicable, the CONTRACTOR shall adhere to the CITY'S Community Workforce Agreement (CWA), a pre -hire collective bargaining agreement, which establishes the labor relations policies and procedures for CONTRACTOR to follow in the crafts persons employed to complete the WORK OF IMPROVEMENT as more fully described in the CWA. The CWA may be found on the City's website at: httv://www.santa-ana.org/i)wa/documents/CWA.pd CONTRACTOR shall, after award of this Contract, famish two bonds to be approved by the CITY, one in the amount of One Hundred Percent (100%) of the Contract price, to guarantee the faithful performance of the work (Performance Bond), and one in the amount of One Hundred Percent (100%) of the Contract price to guarantee payment of all claims for labor and materials furnished (Payment Bond). This Contract shall not become effective until such bonds are supplied to and approved by the CITY. 8. CONTRACTOR shall, prior to the release of the performance and payment bonds or the retention payment, famish a warranty performance and payment bond (Warranty Bond). Said Warranty Bond shall also be required as a condition of project acceptance. For projects up to Five Hundred Thousand Dollars ($500,000), the Warranty Bond amount shall be the greater of Ten Thousand Dollars ($10,000) or Twenty Percent (20%) of the final contract price. For projects above Five Hundred Thousand Dollars ($500,000), the Warranty Bond amount shall be the greater of One Hundred Thousand Dollars ($100,000) or Ten Percent (10%) of the final contract price. 9. CONTRACTOR shall, after award of this Contract, furnish Certificates of Liability Insurance and Worker's Compensation Insurance as outlined in the General Provisions, to be approved by the CITY. // 23A'52 Page 2 of 3 IN WITNESS WHEREOF, the parties hereto have executed this Construction Contract on the day and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: �V . J N FUNK Assistant City Attorney RECOMMENDED FOR APPROVAL: FRED MOUSAVIPOUR Executive Director Public Works Agency CITY OF SANTA ANA RAUL GODINEZ II City Manager CONTRACTOR: Klassic Engineering & Construction, Inc. KEIVAN SHIRALI CEO 23A-53 Page 3 of 3 CITY OF SANTA ANA EXHIBIT A PROPOSAL PROJECT NO.: 15-7538 SANTA ANA REGIONAL TRANSPORTATION CENTER RESTROOM RENOVATION BID PROPOSAL TO: CITY COUNCIL OF THE CITY OF SANTA ANA FROM: _ I C c REQUIREMENT: �-- The undersigned bidder declares that they have carefully examined the location of the proposed work, that they have examined the Contract Documents in its entirety and hereby proposes to furnish all material and do all the work required to complete the said work in accordance with said plans (if any) and the specifications for the unit price(s) or lump sum(s) set forth in the following schedule: BASE BID: Item Description Qty Unit Unit Price Amount I RENOVATION OF SARTC 1 LS $ $ NORTH RESTROOMS (MEN / TOTAL ADD ALTERNATE BID 1 AND WOMEN TOTAL BASE BID $ 7� ADD ALTERNATE BID 1 2 RENOVATION OF SARTC 1 LS $ $ / TOTAL ADD ALTERNATE BID 1 $ ADD ALTERNATE BID 2 3 I ELECTRICAL, PLUMBING 4* 'EA $10,000 $4Q000 AND/OR STRUCTURAL REPAIR TOTAL ADD ALTERNATE BID 1 $40,000 The lowest responsible bidder shall be selected based on the total base bid. The City reserves the right to award the Base Bid, and any, all, or none of the add -alternate bid items (if any). * The quantity for this bid item is shown for bid comparison only. The actual amount for this item will be dictated by the actual quantity used, and the Agency reserves the right to increase or decrease the quantity of this item accordingly. P-1 of P-16 23A-54 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 15-7538 SANTA ANA REGIONAL TRANSPORTATION CENTER RESTROOM RENOVATION TOTAL BASE BID 1$ 13 (P, 73 S -v TOTAL ADD ALTERNATE BID 1 $ _ 1, TOTAL ADD ALTERNATE BID 2 $40,000 TIME FOR COMPLETION OF IMPROVEMENTS AND LI UIDATED DAMAGES The undersigned bidder hereby proposes to complete the Work for the total base bid amount shown above, within 112TY 60 working days after the commencement date slated in the Notice to Proceed. The liquidated damages amount, in lieu of the amount specified in Subsection 6-9 of the Standard Specifications, shall be $�5Q0 per calendar day.. Name of Firm l//1 C( g8 ,7 J Signature of BIDDER Title L- o, �4L v (If an Individual, so stite. If a firm or co -partnership, state the firm name and give the names of all individual co-partners composing the'firm. If a corporation, state legal name of corporation, and names of President, Secretary, Treasurer and Manager, thereof.) P-2 of P-16 23A-55 23A-56 COST ANALYSIS CONSTRUCTION OF PROJECT NO. 15-7538: SARTC RESTROOM RENOVATION Construction Contract $ 296;735:00 Contract Administration $ -18,067.00 Ins ecbon and Testing $ 26,443.00 1 -Contingencies $ 29A74:00. TOTAL ESTIMATED CONSTRUCTION COSTS $ 370,919.00 EXHIBIT 4 23A-57 23A-58 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JANUARY 16, 2018 TITLE: APPROVE AN AGREEMENT WITH US NATIONAL CORPORATION FOR WATER PRODUCTION FACILITY PAINTING (RFP NO. 17-087) (STRATEGIC PLAN NO. 6,2) /V J CITY ANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on tat Reading ❑ Ordinance on 2ntl 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 US National Corporation to provide water production facility painting for a three-year period beginning January 16, 2018, and expiring January 15, 2021, with provisions for a two-year renewal option exercisable by the City Manager and City Attorney, in an amount not to exceed $50,000 annually, for a total amount not to exceed $150,000 for the initial three-year period, subject to nonsubstantive changes approved by the City Manager and City Attorney. DISCUSSION The City of Santa Ana Public Works Agency oversees and maintains the daily operations of a highly automated and complex water system consisting of pump stations, wells, reservoirs, and flow control valves. The City water system is comprised of approximately 444 miles of water main, 45 million gallons of storage at 7 sites, 7 Metropolitan Water District connections, 21 groundwater wells, 7 pumping stations, 1 elevated tank, and 4 pressure regulating stations. Many of these facilities have above -ground and outdoor pipelines, valves, and tanks that need coatings and paintings to protect them from the elements and extend their useful life. Staff issued a Request for Proposals (RFP) for water production facility painting services. The RFP was advertised on the City's PlanetBids website, as well as the City website, on October 3, 2017. Three proposals were received and evaluated by a selection committee comprised of Public Works Agency staff. Of the three proposals submitted, two were disqualified for being nonresponsive to the requirements of the RFP. Only the proposal received from US National Corporation was fully responsive to the RFP and was rated a score of 89 out of 100. Staff recommends awarding a contract to US National Corporation, the top rated firm. They have demonstrated the technical competency and ability to respond to the City's needs. 25A-1 Water Production Facility Painting (RFP No. 17-087) January 16, 2018 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 - Community Facilities & Infrastructure, Objective #2 (address deferred maintenance on City buildings and equipment). ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT Funds are budgeted and available in the FY 2017/18 Water Utility Water Production and Supply Account (No. 06017640-62300) and will be budgeted in subsequent fiscal years in accordance with the following estimated spending plan: Fiscal Year Amount FY 2017/18 (January 2018 - June 2018) $25,000 FY 2018/19 (July 2018 - June 2019) $50,000 FY 2019/20 (July 2019 - June 2020) $50,000 FY 2020/21 (July 2020 - January 2021) $25,000 re Mousavipour Exe utive Director Public Works Agency FM/NS/RR Exhibit: 1. Agreement $150,000 APPROVED AS TO FUNDS AND ACCOUNTS: tet\ cc�LJ��t � � J�L-r �. ►-� Francisco Gutierrez ^ I' Executive Director Finance & Management Services Agency 25A-2 AGREEMENT TO PROVIDE PAINTING SERVICES FOR CITY WATER PRODUCTION FACILITIES THIS AGREEMENT is made and entered into this 16th day of January, 2018 by and between -U.& National_ Corp., a California corporation ("Contractor"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. On October 4, 2017, the City issued Request for Proposal No. 17-106, by which it sought a contractor to provide painting and related support services for the City's water production facilities. B. Contractor submitted a responsive proposal that was selected by the City. Contractor represents that it is able and willing to provide the services as described in the scope of work that was included in RFP No. 17-106 and attached as Exhibit A to this Agreement. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES AND CONTRACTOR'S PROPOSAL Contractor shall perform the services that are described in Exhibit A. Contractor's proposal is incorporated by reference as though fully set forth herein. 2. COMPENSATION a. City agrees to pay, and Contractor agrees to accept as total payment for its services under this Agreement, the rates and charges identified in Exhibit B. The total annual sum to be expended under the term of this Agreement, including any extension periods, shall not exceed -$50,000. 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 continue through January 15, 2021, unless terminated earlier in accordance with Section 16, below. The term of this Agreement may be extended for one 2 -year period upon a writing executed by the City EXHIBIT 1 25A-3 Page 1 of 8 Manager and the City Attorney. 4. PREVAILING WAGES Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws, 5. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ("Documents & Data"). Contractor shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractors prepare under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 7. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: Page 2 of 8 25A-4 a. Commercial General Liability Insurance. Contractor 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 Contractor'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. Such insurance shall (a) name the City, its officers, employees, agents, and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. 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 3700 of the Labor Code, Contractor, if Contractor 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, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Contractor 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 Contractor pursuant to this section: i. Contractor 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. 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. iv. Contractor shall supply City with a fully executed additional insured endorsement. f. If Contractor 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 Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by City. Page 3 of 8 25A-5 8. INDEMNIFICATION Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) forpersonal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Contractor, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Contractor. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Contractor to the City pursuant to this Agreement. 10. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. 11. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and Page 4 of 8 25A-6 further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services. 13. DISCRIMINATION Contractor 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, Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations and as further specified in the certifications submitted in Contractor's proposal and incorporated in this Agreement by reference. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Page 5 of 8 25A-7 Agreement performed by City personnel or by other contractors retained by City. 16. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the Citys 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. 17. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 18. 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. 19. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and 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. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority Page 6 of 8 25A-8 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. 21. 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 To Contractor: U.S. National Corp. 10205 San Fernando Road Pacoima, CA 91331 Attn: Fred Jimenez, President A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year fust above written. ATTEST: CITY OF SANTA ANA Maria D. Huizar Clerk of the Council Raul Godinez II City Manager 25A-9 Page 7 of 8 APPROVED AS TO FORM: SONIA R. CARVALHO CONTRACTOR: City Attorney By: John Unk Assistant City Attorney RECOMMENDED FOR APPROVAL: FRED MOUSAVIPOUR Executive Director Public Works Agency Name: Title: 25A-10 Page 8 of 8 EXHIBIT A Appendix ATTACHMENT 1: SCOPE OF WORK INTRODUCTION AND BACKGROUND The City of Santa Ana is located in the County of Orange in Southern California. The City encompasses 27.2 square miles and a population of 325,000 people. The City of Santa Ana Public Works Agency, Water Resources Division, oversees and maintains the daily operations of the Water System and Sanitary Sewer System. The City of Santa Ana's water system has an average day demand of about 43 million gallons (MG) with 45,000 services. It is comprised of approximately 444 miles of water main, 45 MG of storage at 7 sites, 7 Metropolitan Water District (MWD) connections, 21 groundwater wells, 7 pump stations, one (1) elevated tank, 4 pressure regulating stations and utilizes 2 pressure zones. The City's sanitary sewer system has approximately 8,000 manholes, 390 miles of sewer mains and 2 lift stations. The sewer system collects all sewage and transports it to the Orange County Sanitation District for treatment. In addition, the Water Resources Division monitors one Storm Drain lift Station known as the First Street Underpass. DESCRIPTION OF WORK — GENERAL The City desires to retain a Contractor to perform water facility and pipeline painting/coating. The successful Contractor shall provide all labor, material, and equipment necessary to prepare, coat, paint and complete all assigned pumps, motors, valves, pipelines, and other water system appurtenances at various city water production facilities as required. The Contractor shall complete the painting of each job within seven (7) days of the initial authorization to paint a facility. Due to the critical needs of the faculties to be painted, a seven (7) day notice must be provided to the City prior to commencement of the work. The facilities to be painted will be placed off line by the City prior to starting painting/coating work. Some facilities to be painted are in underground vaults. The Contractor must have extensive experience painting in a confined space environment. Contractor will have to fully comply with OSHA standards and requirement for working in confined spaces. All painting shall be in conformance with AWWA standards including C116, 210, C213 and C218. AWWA standards shall be met for material conformance as well as application and installation conformance. DESCRIPTION OF WORK - EAST PUMP STATION AND WELL 26 All Contractors shall provide a bid proposal per this specification as well as the pre-bid job walk. The Bid Proposal shall be evaluated as described under the Proposal Evaluation and Rating Criteria in Section I General. All applicable documentation as outlined in the Instructions to Proposers and Submittal Requirements sections shall be provided given the proposed project described. Proposer shall submit a bid based on the East Pump Station and Well 26 project described below. The project described below may not necessarily be 25A-11 deployed and is provided for proposal evaluation purposes only The successful contractor shall perform the following scope of work for the preparation, painting and coating of the East Pump Station and Well 26 discharge piping. The exterior of the East Pump Station and Well 26 discharge piping will be prepared for painting in accordance with AWWA Standard C210. All loose and flaking material that is removed shall be captured and disposed of properly and not allowed to spread or fall onsite. Prior to application of coating, the Contractor shall notify the City for inspection and approval. Upon approval, the Contractor will apply a base coat and one finish of coat of epoxy coating. Final color shall be approved by the City. The final dry thickness of the epoxy coating shall be a minimum of 16 Nm or the manufacturer's recommendations, whichever is thicker. Prior to acceptance of the coating and painting, the piping shall be visually field inspected per AWWA C210 as well as pass an electrical inspection for continuity. QUALIFICATION The bidder, at time of bid submittal and through the term of the contract, shall possess the correct occupational and/or professional license necessary to carry out and perform the work required pursuant to all applicable federal, State, and Local laws, statues, ordinances, rules, and regulations. A list of minimum of three (3) references, including municipality name and address, contact name, and phone number, for municipal customers receiving similar services are required in this Invitation for Bid must be submitted with each bid. References must be located in Los Angeles County, Orange County, or Inland Empire. These references shall be used in the evaluation of this bid to determine award. DISTRIBUTION OF WORK The Contractor(s) selected for this work or other future work to be determined shall provide written estimates for any work requested. If multiple Contractors have been awarded a contract, the lowest responsive bid amongst the selected Contractors shall be awarded the corresponding job order. No work shall be allowed to proceed until authorized by the Water Production Principal Civil Engineer or his designee. Any material proposals for the painting and piping shall be identified in the requested estimate. Upon approval, full material submittals shall be provided for review and approval from the Water Production Division. Submittals shall include Safety and Data Sheets, manufacturer's application instructions and manufacturer's product specifications. The manufacturer's product specifications shall clearly identify conformance with AWWA standards. PREVAILING WAGE The Director of the Department of Industrial Relations of the State of California has ascertained the prevailing rate of per diem wages in dollars, based on a working day of eight hours, for each craft or type of worker or mechanic needed to execute any construction or maintenance contract, which may be awarded by Public Works. The current prevailing wage rates as adopted by the Director of the Department of Industrial Relations are incorporated herein by reference and may be accessed at http://www.dir.ca.gov/. 25A-12 The Contractor is required to pay the prevailing wage rate responsible for selecting the classification of workers which this service in accordance with the Contractor's method Pursuant to Section 1775 of the Labor Code (State of forfeit $50 for each calendar day, or portion thereof, for e the stipulated prevailing wage rates for any public work done any subcontractor. referred to above and is will be required to perform of performing the work. California) Contractor shall ea 25A-13 worker paid less than under this Contract or by EXHIBIT B U.S. National Corp Federal And State Construction Company USNC 10205 San Fernando Road, Pacoima CA91331 Office: (818) 686-2166 Mobile:(818) 216-7000 Mobile: (818) 894-8420 maryg@usnationalcorp.com fredj@usnationalcorp.com CERTIFIED SBE, LICENSE NO. 8133S4 FEE PROPOSAL FOR CITY OF SANTA ANA RFP# 17-106 Water Production Facilities Painting STANDARD HOURLY FEE SCHEDULE Journeyman Painter Hourly Rate Normal Working Hours $95.80 per hour Journeyman Painter Overtime Rate After Normal Working Hours Apprentice Apprentice Hourly Rate Normal Working Hours Overtime Rate After Normal Working Hours 25A-14 $120.00 per hour $37.00 per hour $62.00 per hour REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JANUARY 16, 2018 TITLE: APPROVE A TWO-YEAR EXTENSION OF THE SOLID WASTE CONSULTING SERVICES AGREEMENT WITH SLOAN VAZQUEZ MCAFEE, LLC {STRATEGIC PLAN NO. 4, 1 & 5} CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 151 Reading ❑ Ordinance on 2"d Reading ❑ Implementing Resolution ❑ Set Public Hearing For Kola 011IIL ob11% � 1• N Y{ " FILE NUMBER CqyjMANAGER RECOMMENDED ACTION Authorize the City Manager and Clerk of the Council to execute the Extension of the Agreement with Sloan Vasquez McAfee, LLC, for solid waste consulting services, extending the expiration date to December 31, 2020, and adding funds in the amount of $116,421, for a total agreement amount not to exceed $281,075, subject to nonsubstantive changes approved by the City Manager and City Attorney. DISCUSSION In preparation for the expiration of the City's agreement for collection and handling of solid waste, the Public Works Agency developed a strategy to provide appropriate solid waste services in Santa Ana that considered changes in legislation and recycling trends. In December 2015, the City entered into a three-year agreement with Sloan Vazquez, LLC, to provide expert solid waste consulting services to carry out this strategy. The consultant surveyed rates and services provided in waste hauling contracts of ten Orange County cities and the unincorporated areas, performed rate data collection and analysis of existing contracts, and completed a financial analysis that evaluates and compares program components as they relate to rates. The process included a review of the City's Source Reduction and Recycling Element, Household Hazardous Waste Element, Non -Disposal Facilities Element, and applicable laws related to solid waste, including the City's Integrated Waste Management Ordinance and Municipal Code. The consultant also identified options for either contract renegotiation or issuance of a solid waste services Request for Proposal (RFP) and has assisted the City in RFP preparation and contract extension negotiation. i The original scope was proposed as a 15- to 17 -month time period. However, the project is projected to continue for 18 additional months, resulting in additional funds needed to properly complete the process. 2513-1 Agreement with Sloan Vasquez McAfee, LLC, for Solid Waste Consulting Services January 16, 2015 Page 2 Staff recommends extending the agreement with Sloan Vasquez McAfee, LLC, for a period of two years, to expire on December 31, 2020, and adding funding in the amount of $116,421, to find additional time to complete the Solid Waste Services RFP process and to support staff with the remaining project scope. The total agreement compensation will be $281,075. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #4 - City Financial Stability, Objective #1 (maintain a stable, efficient and transparent financial environment); and, Goal #5 - Community Health, Livability, Engagement & Sustainability. ENVIRONMENTAL IMPACTS There is no environmental impact associated with this action. FISCAL IMPACT Funds in the amount of $116,421 are budgeted and available in the Refuse Collection Service Fund (Account No. 06917640-62300)for expenditure in FY 2017-18, 2018-19, and 2019-20. Unspent encumbered funds will be carried forward into subsequent fiscal years. The estimated fiscal spending plan is as follows: Fiscal Year Amount FY 2017/18 (January — June) $35,000 FY 2018/19 (July — June) $53,210 FY 2019/20 (July -December) $28,211 TOTAL $116,421 IIIA J, j2, r Mousavipo r Executive Director Public Works Agency FM/MLM/CK Exhibits: 1. Agreement Extension 25B-2 APPROVED AS TO FUNDS & ACCOUNTS: Francisco Gutierrez Executive Director Finance & Management Services Agency FIRST AMENDMENT TO CONSULTANT AGREEMENT WITH SLOAN VAZOUEZ, LLC FOR SOLID WASTE CONSULTING SERVICES THIS FIRST AMENDMENT to the above -referenced agreement is entered into on January 16, 2018 by and between Sloan Vazquez, LLC ("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 C'City). RECITALS A. The parties entered into Agreement No. A-2015-300, dated December 16, 2015 C Agreemenf1, by which Consultant agreed to provide solid waste consulting services. B. The Agreement remains in effect through December 31, 2018, with provision for extension, and the parties now wish to amend the Agreement by expanding the scope of services, providing additional compensation for such services, and extending the term of the Agreement. The parties therefore agree: 1. Section 1, Scope of Services, is amended to include the additional tasks described in Exhibit A. 2. Section 2, Compensation, is amended to include an additional $116,421 for the services described in Exhibit A so that the total sum to be expended during the term of the Agreement shall not exceed $281,075. 3. Section 3, Term, is amended to extend the term of the Agreement through December 31, 2020. 4. Except as modified by this First Amendment, all terms and conditions of the Agreement remain unchanged and in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to the Agreement the date and year fust written above. ATTEST MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO, City Attorney By:A I'll J6 JOHN . FUNK Assistant City Attorney RECOMMENDED FOR APPROVAL Fred Mousavipour, Executive Director Public Works Agency CITY OF SANTA ANA RAUL GODINEZ R City Manager CONSULTANT Name: Title: Page 1 of 1 �c�b�1 EXHIBIT A 25B-4 Assistance With staff report 4 4 4 0 12 195 195 195 55 780.00 760.00 780.00 2,340.00 Ffnalftlng Extension Agreement a is 0 0 24 195 195 195 55 1,560.00 3,120.00 4,680.00 C&D Agreement Extension 8 24 16 0 48 195 195 295 55 1,560.00 4,680.00 3,120.00 9,360.00 Prop 218 RFP Research 4 6 24 4 38 195 195 195 55 780.00 1,170.00 4,680.00 220.00 6,850.00 RFP/Draft Agreement Revisions 6 12 24 0 42 195 195 195 — SS — 1,170.00 2,340.00 4,680.00 - 8,190.00 Preparation for Coundi Meeting 4 4 4 0 12 195 195 195 55 780.00 78"Co 780,C0 780.00 2,340,00 Council Meeting for Final RFP approval 6 6 6 5 0 is 195 —�9-5 5 195 SS 1,170.00 1,170.CMO 1,170.00 3,510.00 Preparation for pre -proposal conference 4 4 T44 4 0 195 95 55 780.00 ()00 780.00 780.002,340.00 Pre -Proposal Conference 4 4 95 195 5 19 195 55 780.00 780.00 780.00 220.00 2,560.00 Written Question Response 2 8 8 0 18 195 195 195 55 390.00 1,560.00 1,560.00 *-- 3,510.00 RFP Addenda 2 2 4 0 a 195 195 195 55 39D.00 390.00 780.00 1,560.00 Evaluation Scoring Formulas 0 2 2 0 4 195 195 195 �-55 a 0 OC) 390.00 390.00 780.00 Benchmark Proforma 0 36 0 0 36 195 195 195 1 5-5-- 7,02-0.00 7,020.00 Proposal Evaluation 60 60 — 60 0 IBO 195 195 195 55 11,7CO.00 11,700 .00 11,700.00 - 35,100.00 Proposer Interviews 12 12 12 4 40 195 195 195 55 2,340.00 2,340.00 2,340.00 220.130 7,240.00 Council Meeting Preparation 12 12 12 a 36 195 195 195 55 2,340.00 2,340.00 2,340.00 - 7,020.00 Council Meetings (3) 18 18 18 0 E54 195 195 195 55 3,510.00 3,51040 3,510.00 - 10,530.00 IFinal Contract Negotiation 20 36 8 0 6 641� IL95 195 195 55 3,900.00 7,020.00 1,560.00 - 12,480.00 TOTAL 174 266 210 12 662 E3-930.0TD51,870 00 40,950.00 650.()0 127,410.00 RemaTnfng Budget lProposed Adjustment 10,989.00 116,421.00 25B-4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JANUARY 16, 2018 CLERK OF COUNCIL USE ONLY: TITLE: APPROVED APPROVE AN AGREEMENT WITH QUESTICA ❑ INC. FOR THE CITYWIDE BUDGET El MANAGEMENT SOFTWARE ❑❑ {STRATEGIC PLAN NO. 7,5A & 5E} Y MANAGER RECOMMENDED ACTION As Recommended As Amended Ordinance on 1 s 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 agreement with Questica, Inc. for the implementation, maintenance and support of the Citywide Budget Management Software for an initial three-year term beginning January 16, 2018 through December 31, 2020, for an amount not -to -exceed $240,264 during the first year and an annual not -to -exceed amount of $30,520 thereafter with a provision for a two-year extension exercisable by the City Manager and the City Attorney, in an amount not -to -exceed $61,040 subject to non -substantive changes approved by the City Manager and the City Attorney. DISCUSSION Information Technology Strategic Plan (ITSP) On May 15, 2015, ThirdWave Corporation provided the City of Santa Ana with the Information Technology Strategic Plan Roadmap ("ITSP") concluding a comprehensive and thorough assessment of the City's existing technologies, operational requirements and service delivery needs. As a part of the ITSP, the current Budget Process was evaluated and recommendations for improvements, including the implementation of an Enterprise Budget System, were provided to increase operational efficiency and enhance financial integration. The overall objective of the budgeting application is to increase available reporting tools such as: populate personnel costs through the payroll system, provide for various budget and capital scenarios, offer -revenue modeling options, provide fund balance projections, provide an automated workflow, and have the ability to integrate with the financial and payroll systems (Lawson/Infor & Highline, respectively). This new application would mitigate redundancies, automate & streamline the budget process and improve the overall budget process. Addressing Maintenance and Enhancing Services On October 20, 2015, the City Council approved the Addressing Maintenance and Enhancing Services (AMES) plan to address deferred maintenance and invest in technology. As part of the 25C-1 Agreement with Questica, Inc. January 16, 2018 Page 2 Information Technology Strategic Plan ("ITSP"), an Enterprise Budget System was recommended and the City Council authorized an initial allocation of $400,000 for the purchase and maintenance of a Budget Application tool that was in direct alignment with the City's ITSP. Request for Proposals As a direct result of the recommendations derived from the ITSP, City staff researched the budget application market and surveyed other municipalities. On May 4, 2017, a Request for Proposals (RFP No. 17-053) for a Citywide Budget Management Software was released. Specifically, RFP No. 17-053 requested the following from the respondents: to deliver a public sector budgeting solution that supports the various needs of the budget office and City departments in the development, management, monitoring and publication of the City's annual budget and related documents. Eight proposals were received. They were subsequently reviewed by a five -member committee comprised of staff from Finance & Management Services Agency, Information Technology Agency, Community Development Agency & the Planning & Building Agency. There were two phases in the selection process. In the first phase, the committee reviewed all the proposals and selected the top five firms to move on to the second phase based on the following criteria: 1) Qualifications, 2) Meeting Technical Requirements, 3) Cost Proposal & 4) Implementation & Training. The proposals were ranked accordingly, as follows: Rank Firm Proposal out of 100 1 Questica 92.4 2 AST 88.0 3 Infor 86.0 4 Key Performance Ideas 84.6 5 LSI 83.0 6 Innofin Solutions 82.8 7 GNC 82.4 8 Vena 80.8 During the second phase, the top five firms were invited to demonstrate their respective software to the committee. The demonstration and software by each firm were ranked accordingly, as follows: Rank Firm Proposal Software & Demonstration Final Score 1 Questica 92.4 93.4 92.9 2 AST 88.0 78.4 83.2 3 Infor 86.0 76.6 81.3 4 LSI 83.0 66.6 74.8 5 Key Performance Ideas 84.6 53.0 68.8 25C-2 Agreement with Questica, Inc. January 16, 2018 Page 3 The software proposal submitted by Questica was found to be most responsive to the City's needs, provides the best value, and is appropriate for the services requested. Questica's strong qualifications, experience, technical capabilities, and effective & practical implementation plan will provide a flexible, intuitive and cost-effective budget management software. Questica has extensive experience in implementing and supporting budget software solutions for various governmental entities in California and across the country. Additionally, City staff sought to acquire a budget solution that not only was in alignment with the ITSP, but one that would also increase operational efficiency. As such, Questica recommended engaging CaseWare and their technical consultants F.H. Black & Company to implement a budget publishing tool. This tool will save significant time as staff devote considerable time in compiling the City's annual operating budget book in order to present a professional, transparent, easy to read and well-developed document to the City Council and the Santa Ana community and to annually meet the standards required by the Government Finance Officers Association (GFOA). Both CaseWare and F.H. Black are pending further review and will be submitted to the City Manager for further review per the Santa Ana Municipal Code Section 2-801. Given that the implementation will be a comprehensive task, it is anticipated that the software will be available and utilized for the development of the FY 2019-20 Citywide Budget. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #7 Team Santa Ana, Objective #5 (Create a culture of innovation and efficiency within the organization), Strategy 5a (promote the use of new technology to improve the delivery of services and information to staff and the community) & Strategy 5e (identify best practices and opportunities for process improvement and automation across City departments). FISCAL IMPACT Funds in the amount of $240,264 for January through June 2018 are budgeted and available in the AMES account (05010024-66400). Funds for FY 2018-19 through FY 2019-20 will be budgeted and available in the Management and Support Services account (01110100-62300) and, if extensions are exercised, funds for FY 2020-21 through FY 2021-22 will be budgeted and available in the Management and Support Services account (01110100-62300) as follows: Acct# FY 17-18 FY 18-19 FY 19-20 FY 20-21 FY 21-22 05010024-66400 $240,264 $0 $0 $0 $0 01110100-62300 $0 $30,520 $30,520 $30,520 $30,520 25C-3 Agreement with Questica, Inc. January 16, 2018 Page 4 APPROVED TO FUNDS AND ACCOUNTS: Francisco Gutierrez :33r4 Executive Director Finance and Management Services Agency EXHIBITS: 1. Questica, Inc. Agreement WB: AC 25C-4 JfCiulla Cechnology InnovationsOfficer Ition Technology Department EXHIBIT 1 AGREEMENT WITH QUESTICA TO PROVIDE CITYWIDE BUDGET MANAGEMENT SOFTWARE THIS AGREEMENT is made and entered into this 16th day of January, 2018 by and between Questica, Inc, ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. On May 4, 2017, the City issues a Request for Proposal ("RFP) #17-053, by which it sought consultants with extensive experience in providing budget management software for large organizations to deliver a public sector budgeting solution that supports the various needs of the budget office and City departments in the development and publication of the City's annual budget and related documents. B. Consultant submitted a responsive proposal that was among those selected by the City. Consultant represents that it is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in the Scope of Work attached as Exhibit A, attached hereto and incorporated by reference. Consultant's proposal is incorporated by reference as though fully set forth herein. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in Exhibit B. The total amount to be expended during the term of this Agreement shall not exceed $362,344 including any extension periods exercised per Section 3 below. b. Payment by City shall be made within 45 days (forty-five) 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. Page 1 of 10 25C-5 3. TERM This Agreement shall commence on the date fust written above three (3) year term with the option for the City to grant up to a two (2) one year extensions, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 17, below. Either party may provide written notice of its intention not to renew thirty (30) days prior to the end of the then current term. 4. PREVAILING WAGES Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. 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. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. Page 2 of 10 25C-6 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 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. Such insurance shall (a) name the City, its officers, employees, agents, and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. 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 3700 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 maintains Professional liability (errors and omissions) or Cyber Liability insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate, proof of such coverage shall be provided to the City. 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 by the City. 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. iv. Consultant shall supply City with a fully executed additional insured endorsement. 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 Page 3 of 10 25C-7 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. 8. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) forpersonal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terns of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 9. LIMITATION OF LIABILITY The City hereby agrees that Consultant's maximum liability for any claim arising in connection with the Work or otherwise under this Agreement (whether in contract, tort, including negligence, product liability or otherwise) shall not exceed the total cost for the services paid by the City for the term of this Agreement. 10. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. Page 4 of 10 25C-8 11. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 12. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information' shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the 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. 13. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 14. 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. 15. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Page 5 of 10 25C-9 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 Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 16. 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, 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 consultants retained by City. 17. 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. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 18. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 19. 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 Page 6 of 10 25C-10 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. 20. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 21. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 22. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: 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: Executive Director, Finance and Management Services Agency City of Santa Ana 20 Civic Center Plaza (M-17) P.O. Box 1988 Santa Ana, California 92702 25C-11 Sonia R. Carvalho City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Fax: 714- 647-6515 Page 7 of 10 To Consultant: Questica, LTD Attn: Andre Aberdeen Senior Account Executive 980 Fraser Dr., Ste. 105 Burlington, ON, Canada L7L 5P5 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 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 Raul Godinez II Clerk of the Council City Manager APPROVED AS TO FORM: SONIA R. CARVALHO QUESTICA: City Attorney 19 Lisa Storck By: Assistant City Attorney Title: RECOMMENDED FOR APPROVAL: FRANCISCO GUTIERREZ Executive Director Finance and Management Services Agency Page 8 of 10 25C-12 EXHIBIT A SCOPE OF SERVICES 25C-13 Exhibit A Scope of Work Questica Budget Implementation for City of Santa Ana 1. Revision History 2. Scope of Work In the Scope of Work tables, entries in the column headed "Scope of Work" are defined as follows: In scope The task or function is within the scope of work to be undertaken by Questica professional services. Customer The task or function is not within the scope of work to be undertaken by Questica task professional services, but will be undertaken by The Customer, with such help from Questica as is detailed in the item description. Not in scope The task or function is not within the scope of work to be undertaken by Questica professional services, nor will it be undertaken by The Customer. Questica and The Customer agree that the implementation of Questica Budget is a shared responsibility and that neither party is in total command of all the resources necessary to achieve objectives within mutually agreed timeframes. However, both Questica and The Customer agree that they will employ their best efforts to complete their agreed tasks on a timely basis. Neither Questica nor The Customer is expected to have resources available to mitigate timeframe slippage caused by the other party, and neither shall have an obligation to do so. Delays on the part of The Customer, including putting the project on temporary hold or switching out project team members, may result in a project Change Order to cover restart, rework, rescheduling and retraining. This fixed price implementation includes project management forthe duration of the 26 week implementation contiguous from kick-off (see "Project Management" below). IntUal Data Load "Data import", "import workbooks", "import configuration", and "initial data load" are synonymous terms referring to the initial migration of data from The Customer's existing systems into Questica. Where this initial data load is to be performed by Questica, the data shall be returned to Questica in Excel workbooks. Questica will supply The Customer with blank workbooks which must be completed according to the defined format and structure. For the purpose of this Scope of Work, the definition of Division, Department, Costing Centers, Project, Fund, GL Account, and Asset Type shall be that found in the Questica Budget Operating & Capital manuals. The mathematical relationships between these entities shall be those currently supported by Questica Budget and described in the Questica Budget Operating & Capital manuals. The GL Account/Account Category, Division/Department, Fund Category/Fund, and Asset Category/Asset Type structures must be consistent across all years and across the modules (Operating, Salaries, Capital and Performance) where each of these modules is in use. GL Accounts must be categorized as either a revenue or expenditure account. The inclusion of chart of account segments ("chart fields"), other than those mentioned above, will be accommodated where possible but is not guaranteed, and can extend the import timeframe. © Questica Inc. December 11, 2017 25C-14 Page 12 of 27 The Customer will resolve any inconsistencies in the structures prior to providing them to Questica for import to Questica Budget. Where import data meets these requirements, Questica will populate the Questica Budget database within 10 business days of receiving the import workbooks. Data returned to Questica which violates Questica Budget's data integrity rules will extend this timeframe. Integratlons "Integration" as used in this Scope of Work refers to the copying of data to and from systems external to Questica Budget.Questica shall be responsible for providing the software interface into Questica Budget (including data transformations as described by The Customer) and the operational infrastructure required to manage the integration. The customer agrees to provide Questica with assistance in understanding the nature and location of the data to be integrated and, where required, create or cause to be created all necessary sources of data including database queries, delimited files, and/or web services. Data elements being copied into Questica will be imported provided that the element can be unambiguously matched to a pre-existing record (for example costing center, fund and GL account). An exception report is provided for data elements which cannot be thus matched. Integrations will not create accounts, or segments of the account, where no such account exists in Questica. While it is likely that Questica can accommodate additional chart of account segments ("chart fields"), and will try to do so, the general ledger integrations are designed to be at the division, department, cost center/project, fund and GL object level. Unless explicitly stated in this Scope of Work, Questica is not obligated to support the integration of additional chart of account segments. Questica shall accommodate reasonable requests for mapping chart fields, to accommodate situations such as legacy account structures, however such mappings are not guaranteed, and complex and arbitrary mappings are not in -scope. Unless specifically listed as a customization, Questica integrations do not include the synchronization of chart of account strings, segments, or combinations; which is to say that the list of funds, GL accounts, costing centers, and projects, etc. is not automatically updated from the general ledger or other external system. CustomIzedons Customizations include custom business rules, modifiers, user interface (grids, forms, etc), non- standard integrations, handcrafted reports, and ad hoc entities. They are all detailed in section "2.8. Customizations" of this Scope of Work document. Sections prior to "2.8. Customizations" detail the delivery of standard product functionality and services. 2.1. Questica Budget Configuration & Shared Implementation Questica will configure production and test versions of Questica In scope Hosting Budget during the implementation period. These will be hosted by Questica for a period not to exceed 6 months from the signing hereof. L_ © Questica Inc. December 11, 2017 25C-15 Page 13 of 27 Production Hosting The Customer will provide a server operating environment as Customer follows: task • Microsoft® Windows Server@: supported versions - 2012, 2012R2 (Standard or Enterprise editions, 32 & 64 bit); • Microsoft Internet Information Server (IIS): component of installed Windows server; • Microsoft SQL Server® and SSRS (SQL Server Reporting Services): supported versions - 2012, 2014, or 2016; • MIcrosoft.NET Runtime 4.6 installed. The Customer will provide user workstation environments as follows: • A web browser: supported browsers - Internet Explorer 10 or newer, Microsoft Edge, Safari latest release (on Mac only), Firefox latest release, Chrome latest release; • Microsoft .NET Runtime 4.6 installed; • Microsoft Excel@ 2007 or newer (if spreadsheet export/import feature is required, and/or saving reports as Excel is required); • A ClickOnce browser extension (if self-serve report authoring is required from browsers other than Internet Explorer or Edge). The Customer will provide a technical contact with full security access to the operating environment as well as the authority and proficiency to assist Questica in the configuration of Questica Budget and/or to provide Questica personnel with full VPN access and permissions for the operating environment. Questica Access To Questica implementation & technical staff have full access Cothe In scope Production Server production system for the purpose of system implementation. Project Questica will assign a project manager to lead this In scope Management implementation on Questica's behalf. The role and responsibility of the project manager is to ensure that the product is implemented according to this Scope of Work and to carry out the tasks detailed in sub-section "2.9.1. Questica Project Management Responsibilities" of this Scope of Work.The project manager will hold no more than 1 standing weekly status meeting, but is available via email and telephone for ad-hoc contact as needed. On-Site PM Visits All work with the Questica project lead(s) will be carried out off- Not in scope site and contact will be via normal telecommunication channels. Application Level Determine how and when to use the various security levels Customer Security available within Questica Budget, enter users and assign them to task groups and roles. Questica will assist with this task until such time as administrators have received training in the security component of Questica Budget. Single Sign-On Configure Questica Budget to use The Customer's existing y In scope Authentication for user logon. Import Configuration ... Import Master Configuration and data import of the following Questica standard In scope Configuration Data data structures, using data supplied by The Customer in Excel@ workbooks provided by Questica: • Division/Department hierarchy; • Fund Categories and Funds; • Account Categories and Expense and Revenue GL Accounts; • Statistical Account Categories and Statistical Accounts; • Measure Units. © Questica Inc. December 11, 2017 25C-16 Page 14 of 27 Analytics... Optlonal Features The following optional add -ins offer functionality necessary for very specific Standard Reports Provision of Questica Budget's standard reports. These reports In scope The Questica Budget Allocations add-in, to allocate specific are provided as -is and may not fully address The Customer's budget lines to multiple costing centers. If the Capital module is specific reporting requirements. Administrator Questica's reporting infrastructure allows users to create ad hoc In scope Authored Reporting views which can be used as datasets when using Report Builder Add-in general ledger and non -monetary values, rates and quantities 3.0 for administrator authored reporting ; as the data source for within costing centers. dashboard widgets; and as part of the ad-hoc analytics interface. Staff Planning Add- The Questica Budget Staff Planning add-in, to create a staffing Each ad hoc view requires a base "entity" (database table), which in budget which accounts for non-productive time and full shift can be one of Questica's native data entities; a user configured coverage, within costing Centers. This add-in requires the Salaries entity; or a custom built "report entity" which consolidates the module as well as the Operating module. data from multiple entities and presents it to the ad hoc view as a Cordiguredon ... single entity ready to report on. Questica will be provisioned with Configuration and data import of standard Questica Operating In scope a set of useful report entities and sample ad hoc views. data structures, using data supplied by The Customer in Excel@ 2.2. Operating Module The Questica Budget Operating module is included in this installation. Functional Area Description .. Optlonal Features The following optional add -ins offer functionality necessary for very specific budgeting activities, as described. An additional license cost is associated with each add-in. Allocations Add-in The Questica Budget Allocations add-in, to allocate specific In scope budget lines to multiple costing centers. If the Capital module is active then budget lines can also be allocated to projects. Statistical Ledger The Questica Budget Statistical Leger add-in, to budget for non- In scope Add-in general ledger and non -monetary values, rates and quantities within costing centers. Staff Planning Add- The Questica Budget Staff Planning add-in, to create a staffing Not in scope in budget which accounts for non-productive time and full shift coverage, within costing Centers. This add-in requires the Salaries module as well as the Operating module. Cordiguredon ... Import Costing Configuration and data import of standard Questica Operating In scope Centers data structures, using data supplied by The Customer in Excel@ workbooks provided by Questica. At a minimum, the files will contain the data necessary to: • Create Costing Centers (for each historical and current/future budget year to be loaded); • Add Costing Centers to Departments consistent with, and shared by, the Capital budget module; • Associate Costing Centers with Funds; • Define Budget Promotion Stages. Initial Data Load... © Questica Inc. December 11, 2017 25C-17 Page 75 of 27 Import Initial Import the current/future budget, with 1 years of future forecast In scope Budget data from data import workbooks: • Create dollar budget line items with GL Accounts ... at the Costing Center level. Questica will carry out a second import of the current/future budget if required. This accommodates an initial data load at the start of the implementation and a refresh prior to going live. Import Historic Import 2 prior years' Operating budgets from data import In scope Budgets workbooks. All prior years must have a chart of account structure that is the same, ora subset of, the initial budget. Only the amended OR the approved budget will be imported in each of these prior years, but not both. Import Actuals Import Operating actuals transactions from data import Customer Transactions workbooks. If not in scope then The Customer can add their task historical data manually, or using Questica Budget's spreadsheet import feature, or use the automated integration once that has been configured. Import Initial Import the current/future Operating budget from data import Customer Statistical Budget workbooks: task - Create statistical budget lines items with Statistical Accounts ... at the Costing Center level. If not in scope then The Customer will add their budget data manually or using Questica Budget's spreadsheet import feature. Import Historic Import prior years' statistical budgets from data import Customer Statistical Budgets workbooks. If not in scope then The Customer can add their task historical data manually or using Questica Budget's spreadsheet import feature. Import Statistical Import statistical actuals translations from data import Customer Actuals workbooks. If not in scope then The Customer can add their task Transactions historical data manually, or using Questica Budget's spreadsheet import feature. Import Initial staff Import current staff plan as start point for next budget year from Not in scope Plan data import workbooks. If not in scope then The Customer can add their staff plans manually. Note that staff plans are not simple 2 dimensional data that can be represented in a spreadsheet. It is not possible to load staff plans in bulk from Excel® workbooks. Integration — © Questica Inc. December 11, 2017 25C-18 Page 16 of 27 Budget Export Automated facility to transfer the Operating module budget data In scope from Questica Budget to The Customer's Lawson general ledger at the approved budget object/costing center level on an annual or other basis when invoked by a user.Note that this scope item is in addition to the built-in budget export, which will create a CSV file using the configured account structure suitable for import into most general ledger systems.ln addition to the limitations noted in the general Integrations section of this Scope of Work; and notwithstanding items expressly referenced in the "Customizations" section of this Scope of Work; and/or other communications between Questica and The Customer to the contrary, standard limitations of this integration include, but are not limited to, the following points: • Questica will create no more than 1 custom export configuration of the approved budget; • No custom user interface will be created for the selective export of sections of the budget; • Exports the entire budget (does not support the export of changes since the last export, such as amendments, which is a separate integration, see "Amended Budget Export" below). Amended Budget Automated facility to transfer individual approved amendments to Not in scope Export the Operating module budget data, from Questica Budget to The Customer's Lawson general ledger, or the other direction as required. This interface is required only in the case where The Customer requires the amended budget to be synchronized between the two systems and where the Lawson general ledger cannot be updated by re -running the full export provided in the item in the "Budget Export" item above. Actuals Import Automated facility to transfer actual data from The Customer's In scope Lawson general ledger to the Questica Budget Operating module at a transaction level on a daily basis when automatically scheduled; and/or on demand. Note that this scope item is in addition to the built-in actuals import which is able to read a CSV file, provided it conforms to some simple formatting requirements and the configured account structure. Notwithstanding items expressly referenced in the "Customizations" section of this Scope of Work; and/or other communications between Questica and The Customer to the contrary, standard limitations of this integration include, but are not limited to, the following points: - Questica will create no more than 1 import configuration of the actual costs transactions; • A user interface will be created for the selective import of sections of the budget within two date ranges, no other criteria will be available; • Imparts only actuals transactions, which is to say that it cannot be used to amend the budget. © Questica Inc. December 11, 2017 25C-19 Page 17 of 27 2.3. Salaries Module The Questica Budget Salaries module is included in this installation. Functional Area Description Inftlal Data Load ... Configuration and data import of standard Questica Salaries data structures, using data supplied by The Customer in Excel® workbooks provided by Questica. At a minimum, the files will contain the data necessary to: • Create positions; Create salary grades; • Create salary grade steps; • Create modifiers (benefits); Create employees; • Allocate employees to positions; • Allocate positions to costing centers.For the purpose of the above, the definitions of positions, Salary grades, Salary grade steps, employees and modifiers shall be those found in the Questica Budget Salaries manual. The relationships between them shall be those currently supported by Questica Budget and described in the Questica Budget Operating Manual. Questica will carry out a second import of the Salaries module data if required. This accommodates an initial data load at the start of the implementation and a refresh prior to going live with the Salaries module. Import Positions & Import from data import workbooks. In scope Employees Import Grades & Import from data import workbooks. In scope Scales Create Benefits Create "modifiers" to generate supplementary personnel costs Customer (Modifiers) such as benefits, allowances, and insurance. If not in scope then task The Customer can enter modifiers manually. Note that modifiers are not simple 2 dimensional data that can be represented in a spreadsheet. It is not possible to load modifiers in bulk from Excel® workbooks. Import Import from data import workbooks. In scope Position/Costing Center Allocations Irdegratlon ... Payroll Actuals Automated Tfacility to transfer actual payroll transactions at the Not in scope Import employee/position detail level from The Customer's payroll system to the Questica Budget Operating module; automatically scheduled, and/or on demand. © Questica Inc. December 11, 2017 25C-20 Page IS of 27 HR Data Sync. Automated facility to synchronize Salaries data between Questica In scope Budget and The Customer's Lawson HR system. Questica shall be responsible for providing the software interface into Questica Budget and the operational infrastructure required to manage the integration. The Customer shall be responsible for making available the data to be exported from the Lawson system, either in CSV formatted files or by ensuring that the standard Lawson to Questica Budget integration component is available for extracting data from and updating data within that system. This will be through the export and import of structured files or by providing database interfaces (stored procedures and queries). This integration synchronizes: • New, deleted and updated employees; • New, deleted and updated positions; • Changes in employee -position relationships; • Changes in position -costing center relationships. The integration of profiles (bargaining units), grades, steps, pay scales and benefits shall not be included unless expressly referred to in the "Customizations" section of this Scope of Work. Notwithstanding responses to Requests for Proposals or other communications between Questica and The Customer, the integration of custom chart field items is not included unless expressly set out in the "Customizations" section of this Scope of Work. 2.4. Capital Module The Questica Budget Capital module is included in this installation. Functional Area Description.. Conflgumdon ... Import Projects Configuration and data import of standard Questica Capital data In scope structures, using data supplied by The Customer in Excel® workbooks provided by Questica. At a minimum, the files will contain the data necessary to: • Create Projects (including closed projects where historical budget is to be loaded); • Add Projects to Departments consistent with, and shared by, the Operating budget module; • Define Project Promotion Stages. The configuration data may optionally contain data necessary to: • Define Asset Categories & Asset Types; • Define Project Regions; • Define a Single Set of Project Ranking Metrics. InIdal Data Load... Initial Capital data imported into Questica Budget from Excel® files ("workbooks") Import Initial Import the current/future Capital budget, with 5 years of future In scope Budget forecast data from data import workbooks: • Create dollar budget line items with GL Accounts and Funds ... at the Project level. Questica will carry out a second import of the current/future budget if required. This accommodates an initial data load at the start of the implementation and a refresh prior to going live. © Questica Inc. December 11, 2017 25C-21 Page 19 of 27 Import Historic Import 2 prior years' Capital budgets from data import workbooks. In scope Budgets All prior years must have a chart of account structure that is the same, or a subset of, the initial budget. Only the amended OR the approved budget will be imported in each of these prior years, but not both. Import Actuals Import Capital actuals transactions from data import workbooks. Customer Transactions If not in scope then The Customer can add their historical data task manually, or using Questica Budget's spreadsheet import feature, or use the automated integration once that has been configured. Integradon ... Budget Export Automated facility to transfer the Capital module budget data In scope from Questica Budget to The Customer's Lawson general ledger or project ledger the approved budget object/costing Summarized level on an annual or other basis when invoked by a user.Note that this scope item is in addition to the built-in budget export, which will create a CSV file using the configured account structure suitable for import into most general ledger systems.ln addition to the limitations noted in the general Integrations section of this Scope of Work; and notwithstanding items expressly referenced in the "Customizations" section of this Scope of Work; and/or other communications between Questica and The Customer to the contrary, standard limitations of this integration include, but are not limited to, the following points: Questica will create no more than 1 custom export configuration of the approved budget; • No custom user interface will be created for the selective export of sections of the budget; Exports the entire budget (does not support the export of changes since the last export, such as amendments, which is a separate integration, see "Amended Budget Export" below). Amended Budget Automated facility to transfer individual approved amendments to Not in scope Export the Capital module budget data, from Questica Budget to The Customer's Lawson general ledger (or project ledger), or the other direction as required. This interface is required only in the case where The Customer requires the amended budget to be synchronized between the two systems and where the Lawson target system cannot be updated by re -running the full export provided in the item in the "Budget Export" item above. © Questica Inc. December 11, 2017 25C-22 Page 20 of 27 In scope Lawson general ledger or project ledger to the Questica Budget Capital module at a transaction level on a daily basis when automatically scheduled; and/or on demand. Note that this scope item is in addition to the built-in actuals import which is able to read a CSV file, provided it conforms to some simple formatting requirements and the configured account structure. Notwithstanding items expressly referenced in the "Customizations" section of this Scope of Work; and/or other communications between Questica and The Customer to the contrary, standard limitations of this integration include, but are not limited to, the following points: - Questica will create no more than 1 import configuration of the actual costs transactions; • A user interface will be created for the selective import of sections of the budget within two date ranges, no other criteria will be available; • Imports only actuals transactions, which is to say that it cannot be used to amend the budget. 2.5. Performance Measures Module The Questica Budget Performance Measures module is included in this installation. Note that read-only licenses are not available for Questica's Performance Measures module, as such the purchase of an 'Unlimited Read Only' license does not grant read-only users access to this module. Functional Area Description Scope . I Work ConfigureUon ... Measure Categories Questica will, with the help of The Customer, determine how to In scope and Units configure Performance Measures Categories and Units, establishing those lookup values within the system. Import Data ... Initial Performance Measures imported into Questica Budget from Excel® flies ("workbooks") Measures If not in scope then The Customer will leverage Questica provided Customer training to determine how to enter Performance Measures into task the system. Note that Measures are not simple 2 dimensional data that can be represented in a spreadsheet. It is not possible to create Measures in bulk from Excel® workbooks." Scorecards If not in scope then The Customer will leverage Questica provided Customer training to determine how to configure Performance Measure task Scorecards within the system. Integration ... If automated import of Measure Actuals is required then a custom interface can be specified in the "Customizations" section of this Scope of Work. © Questica Inc. December 11, 2017 25C-23 Page 21 of 27 2.6. OpenBook Questica's "OpenBook" cloud service for data transparency. Functional Area Description Scope . Configuration... Work System General configuration of OpenBook to setthe look -and -feel, Not in scope Administration captions, and add users. As a customer task, The Customer will leverage Questica's training material to understand the administration options. Configuration of The Customer is able to add multiple "visualizations" of their data Not in scope Visualizations to their Open Book site. Each dataset is displayed according to a template selected from a library of visualization styles. As a customer task, The Customer will leverage Questica's training material to understand the administration options. Configuration of The Customer is able to create their own ad hoc views as a Not in scope Questica Budget convenient source of data for OpenBook. The Customer can leverage Questica's training material to learn how to create ad hoc views and how to publish them to OpenBook. Integration ... Import from Connection of OpenBook to Questica Budget, through a shared Not in scope Questica Budget API key, and the publication of ad hoc views for seamless import of data into OpenBook from Questica Budget. The Customer can leverage Questica's training material to learn how to connect Questica Budget to OpenBook. Import from CSV Population of datasets through the import of .CSV files. The Not in scope Files Customer can leverage Questica's training material to learn how load and configure datasets from CSV files. © Questica Inc. December 11, 2017 25C-24 Page 22 of 27 2.7. Training DescriptionFunctional Area M-. Questica maintains a substantial set of training courseware online in the Questica Academy. All relevant material on the Academy is available to all users during and after the implementation.Questica's standard training model is to train the trainers and/or advanced users within the Customer's organization in all aspects of the application related to the system delivered. Training is a blend of online courseware and "live" training, either in a classroom or via a web conference. In the case of video training the project manager will field any outstanding questions. Where a specialist trainer is "In Scope" below this might be as a follow-up to a video or presentation of the entire course.Questica's project manager will help determine at which point in the implementation the delivery of training is most appropriate. The Customer may prefer to receive some or all of their training in the early stages of the implementation, in the knowledge that such training will need to be carried out using a generic training database. Alternatively the Customer may choose to wait until the implementation is substantially complete in order to be trained on their own instance of Questica.Having received train -the -trainer training, the Customer is responsible for training the "end users", except where explicitly included in scope (below).Note that Questica offers, as a service, the creation of online courseware for end users that is tailored to the Customer's system and processes. The following sections detail the proposed training. The project manager and the Customer will determine the final training plan and topics may be swapped to receive more of one and less of another, provided that the total amount of training does not exceed the proposed plan. Training: Training in Questica Budget administration is delivered via a In scope Administration series of training courseware, such as pre-recorded videos. This will be delivered in one training session. Training: Training in the use of ad hoc views and dashboards is delivered In scope Administrator via pre-recorded training videos. Questica also provides Authored Reporting instructional videos on the use of the Report Builder 3.0 report authoring tool but recommend that users make use of the many online resources to gain expertise in this tool. This will be delivered in one training session. Train -the -Trainer: "Train the trainer" training in Questica Budget's Allocations Customer Allocations feature is delivered via a pre-recorded training video. task Train -the -Trainer: "Train the trainer" training in Questica Budget's Change Requests Customer Change Requests feature is delivered via a pre-recorded training video. task Train -the -Trainer: "Train the trainer" training in Questica Budget's Statistical Ledger Not in scope Statistical Ledger budgeting feature is part of the Operating training where this optional feature is in scope. —hscope Train -the -Trainer: "Train the trainer" training in the use of Questica Budget's Operating Operating module. Up to 2 training sessions will be held on this topic. Train -the -User: "Train the user" training in the use of Questica Budget's Customer Operating Operating module. task Train -the -Trainer: "Train the trainer" training in the use of Questica Budget's Not in scope Staff Planning Operating module. Train -the -User: Staff "Train the user" training in the use of Questica Budget's Customer Planning Operating module. task Train -the -Trainer: "Train the trainer" training in the use of Questica Budget's In scope Salaries Salaries module. This will be delivered in one training session. © Questica Inc. December 11, 2017 25C-25 Page 23 of 27 Train-the-User: "Train the user" training in the use of Questica Budget's Salaries Customer Salaries module. task Train-the-Trainer: "Train the trainer" training in the use of Questica Budget's Capital In scope Capital module. Up to 2 training sessions will be held on this topic. Train-the-User: "Train the user" training in the use of Questica Budget's Capital Customer Capital module. task Train-the-Trainer: "Train the trainer" training in the use of Questica Budget's In scope Performance Performance module is via pre-recorded training video. Up to 2 Measures training sessions will be held on this topic. Train-the-User: "Train the user" training in the use of Questica Budget's Customer Performance Performance module. task Measures On Slee ... OnSite Training All in-scope training provided by Questica will be delivered using Not in scope Visits web conferencing tools. Attendees are able to participate in the training from multiple locations, using their own computer or a shared system (their own computer is recommended). Audio is provided by telephone or the computer's own audio facilities. © Questica Inc. December 11, 2017 25C-26 Page 24 of 27 2.8. Customizations 2.8.1. Custom Business Rules (CBRs), Modifiers, User Interface The following customizations are included within this Scope of Work: • 1.3 Ability to track revenues, expenditures and positions by Budget version *** Notes: Notes in here are included in the SoW • CBR/Action: 6.4 Ability to model five years of forecast data of revenues and expenditures using methods such as trend analyses, Consumer Price Index (CPI), contracted costs and varying annual percent increases Customizations not listed here can be accommodated upon receipt and acceptance of a change order, which will Include a speoiflcation and may Include an estimate for the work to be charged on a Ume & materials basis at the applicable rate. 2.8.2. Custom Reports, Custom Ad Hoc Entities and Custom Dashboards This project includes 20 hours identified exclusively for the development of the following reports and/or ad hoc entities. Work on these shall not exceed 20 hours except on receipt and acceptance of a change order, which may require additional funding: • Report: Sample for RFP -Resource Sheet Program Sheet Custom reporting and dashboard requirements nut listed here can be accommodated upon receipt and acceptance of a change order, which will Include a speciflcadon and may Include an estimate for the work to be charged on a time & materials basis at the applicable rate. 2.8.3. Specifications Before Questica undertakes any customizations described herein, as well as integrations with other systems, and data imports, The Customer and Questica shall prepare and sign -off on the detailed specifications ("Specifications") for the work to be performed. 2.8.4. Change Orders Any changes to the agreed specifications, including changes requested by The Customer within the warranty period, shall be the subject of anew change order and the work to be carried out thereunder shall be separately quoted, agreed, and billed and shall not be included as part of this Scope of Work. 2.8.5. Warranty Once completed the custom work shall be warranted by Questica in accordance with the "Technical Support Services" section of the Questica Software License Agreement. 2.9. Project Management 2.9.1. Questica Project Management Responsibilities 1. Coordinating the development of the project plan in consultation with The Customer project manager and team members. 2. The timely delivery of items identified as "In scope" within this SoW. 3. Ensuring that members of The Customer staff are sufficiently educated in the Questica Budget application to understand the implications of initial design decisions. 4. Providing The Customer with timely and detailed descriptions of the items identified as "Customer task" within this SoW. © Questica Inc. December 11, 2017 25C-27 Page 25 of 27 5. Advising The Customer of expected completion dates for items identified as "Customer task" within this SoW. 6. Advising The Customer of the impact on the expected delivery dates of "Customer task" items when prerequisite customer tasks, such as the completion of data import templates or approval of report specifications, are advanced or delayed. 7. Monitoring the progress of the project and advising The Customer of risks to its on-time completion. 8. Coordinating the completion and approval of change orders. 2.9.2. The Customer Project Management Responsibilities 1. The timely delivery of items identified as "Customer task" within this SoW. 2. Advising The Customer of expected delivery dates for items identified as "Customer task" within this SoW. 3. Ensuring that change orders contain a full specification of the changes required. 4. Ensuring that customizations are fully specified and documented. 5. Ensuring that all Customer team members have a clear understanding of their responsibilities to the project. 2.9.3. Project Planning 1. The project plan will be prepared by the Questica project manager in consultation with The Customer's project manager and team members. 2. The project planning phase will determine whether Questica Budget modules are to be implemented serially or in parallel and, if serially, the order of module implementation. 3. The implementation of each Questica Budget module will involve the following stages: a. An overview of, and training in, the module and the ways in which the module can be extended by configuration and customizations. b. A determination of how best to configure and, if necessary, customize the module to meet the objectives of The Customer. C. An overview of the advantages and, if present, disadvantages of the proposed configuration and customizations. d. Documentation of the agreed configuration and customizations. e. The preparation of data import templates consistent with the agreed configuration and customizations. f. The completion by The Customer of the data import templates. g. The import by Questica of the data import templates. h. Customer approval of the imported Questica Budget structures and data. i. The creation by The Customer of a technical environment in which Questica Budget can operate. j. The deployment of the Questica Budget application and database on The Customer servers. k. The creation of custom ad hoc models to support the reporting of custom fields. I. Training in the use of ad hoc modeling for Report Builder 3.0. M. Determination of custom reporting requirements that cannot be met by the standard reports and the use of Report Builder 3.0. n. The preparation of change orders and specification for any custom reports not detailed in this Scope of Work. o. The development by Questica of any required custom reports detailed in this Scope of Work. p. The testing and acceptances of custom reports and report views. q. The deployment of custom reports and report views. r. The development of an integration strategy for updating the Questica Budget database with actual result data from the financial system and the passing of budget data into the financial system. © Questica Inc. December 11, 2017 25C-28 Page 26 of 27 S. The development by The Customer of the integration components (queries, intermediate tables, file output/input etc.) which are required to access actual data from the financial system/HR System and update the financial system with budget data. t. The development by Questica of: i. integration components which transform budget data prior to updating the financial system; ii. integration components which transform actual result data prior to updating the Questica Budget database; iii. integration components required to initiate the execution of integrations. U. The deployment of all integration components. V. The testing and acceptance by The Customer of the integration components. 2.10. Customer Resources 1. The requirement for Customer resources is variable with: a. The duration of the project. b. The degree of internal Customer consultation. C. The level of internal Customer agreement. d. The number of customizations. e. The familiarity of Customer staff with the SQL Server environment. © Questica Inc. December 11, 2017 End of Document. 25C-29 Page 27 of 27 i sn: COMPENSATION Fee Proposal including hourly rates if applicable Page 10 of 10 25C-30 Exhibit B Questica Budget Price Quote Quotation ID#: December 11, 2017 Option 1— Traditional Purchase Model Under this model, The City would purchase and own the software, and it would be installed on the City's server(s). Standard Pricing Model Description Questica Budget Framework 1 Includes 1 Seat (Operating, Salaries, Capital, & Performance Measures) Additional Operating License Seats 49 Additional Salaries License Seats 9 Additional Capital License Seats 49 Additional Performance Measures License Seats 49 Unlimited Read Only Included Allocations Add-in Included Statistical Ledger Add-in Included Staff Planning Add-in Not Included Total Software: $132,694 Total Annual Maintenance and Support: $30,520 Professional Services (Per Statement of Work) Design, Analysis & Configuration Included Project Management Included Training Included Integrations Included Included- See Customizations Sow Included- See Custom Report Sow IT Services Included Total Professional Services: $137,570 Travel expenses (3 onsite visits @ 3 days/visit) Included Total Travel Expenses: $ - Discount, Including year 1 maintenance -$30,520 Additional Discount 4301000 Grand Total -Year 1 $240,264 For Year 2 to Year 3, the only on-going cost woul0 oe Tor Annual ivaamienance & aupporc, unless additional licenses and/or services are required. © Questica Inc. December 11, 2017 25C-31 Page 2 of 27 CaseWare Pricing Based on: • 5 total Users • Two 16 -hour training course customized for The City Option L• L $30,000 In Year 1, and $8,000 annually thereafter - The City staff essential does all the work, with guidance from CaseWare © Questica Inc. December 11, 2017 25C-32 Page 3 of 27 Pricing Notes Quotation ID#: December 11, 2017 Pricing valid though: January 31, 2018 Above pricing in US dollars Applicable Taxes Extra Terms of Payment Tradltlonal Purchase Model: o Software: • 100% upon Contract Effective Date (Net 30) o Annual Maintenance & Support: • Year 2 due 365 days from Contract Effective Date Professional Services: • 50% earlier of 60 days from contract effective date or 1st login to Hosting Server* • 50% earlier of 120 days from contract effective date or delivery of historical data import • Data imports based on standard Excel Import Template (Provided by Questica) o Operating and Salaries modules • GL Accounting System Interface to: Lawson System o Actual costs integration from Lawson- Operating and Capital modules o Budget export to Lawson System- Operating and Capital modules • HR System Integration Connector to HR module: Lawson • Custom reports "may" be required but are not included in this quotation. o Note: Standard reports and Self -Serve reporting is not considered custom - self -serve reporting is included, standard reports are included • Microsoft SQL Licenses not included (unless Questica is hosting) • Proposal based on remote implementation • Travel costs- if travel is needed, it will be charged back at cost (airfare, hotels, car rental, etc.) plus a $75 per diem for food and incidentals o Travel time if applicable will be billed ata rate of $210/hr to a max of $500 each way *Questica hosts the application and database during the implementation process. The 1st login represents the date on which the first login to the hosting database by a customer user occurs. See Scope of Work for more Information. © Questica Inc. December 11, 2017 25C-33 Page 4 of 27 25C-34 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JANUARY 16, 2017 TITLE: APPROVE AN AGREEMENT WITH CHARTER COMMUNICATIONS OPERATING, LLC FOR DATA AND VIDEO COMMUNICATION SERVICES (STRATEGIC PLAN NO. 61 1) a ITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2n° Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Approve and authorize the City Manager and Clerk of the Council to execute the attached Agreement with Charter Communications Operating, LLC (doing business as Spectrum), for data and video communication services for a four-year period beginning January 1, 2017 through December 30, 2021 with three optional one-year renewals for an amount not to exceed $300,000 annually or $2,100,000 over the life of the agreement, subject to non -substantive changes and approved by the City Manager and City Attorney. DISCUSSION As the local cable franchisee, the City has been utilizing the cable video services of Charter Communications (formerly Time Warner Communications and Adelphia Communications). Starting in June 2014, the City also began using Time Warner's Ethernet data services to connect the City's remote sites, such as the libraries and community centers, to the City Hall network. These services form a hub -and -spoke network between City Hall and the remote sites. By connecting the remote facilities, it allows for not only employee network access, but also supports the Guest Wifi that the City provides to the public to use for free at many of these locations. Currently, there are 22 remote locations connected to the City network (See Exhibit A in the agreement). A new location, Roosevelt Community Center, is proposed to be added in February 2018. Using the Charter data services at any new location would involve the vendor installing a fiber connection to the remote site, which they would manage, and routing it back to Santa Ana City Hall. Charter does not charge the City for the upfront construction costs related to installing the fiber to these locations, but it does require that the City to commit to a minimum 36 -month lease at each location. After the 36 -month period is completed, the term becomes month-to-month. Since a minimum 36 -month commitment is required from the time the services start, staff is requesting an extended multi-year authorization to allow flexibility to request new services. 25D-1 AGREEMENT FOR DATA AND VIDEO SERVICES January 16, 2017 Page 2 Charter is currently providing services paid on a monthly basis pursuant to an existing cable television franchise agreement with Charter. Staff would like to consolidate all of the existing services under a single agreement on a sole source basis which requires City Council approval in accordance with Santa Ana Municipal Code section 2-807(e). This section states, in part, that service contracts "may be exempted from competitive bidding through an open market purchase by the purchasing manager, and confirmed by the city council in the case of contracts for over twenty-five thousand dollars ($25,000.00), but shall nevertheless be entered into only after compliance with the rules established by the purchasing manager, which shall include the review of such alternative sources of supply or performance as may be available in competition with one another and selection therefrom on the basis of obtaining maximum quality at minimum . Due to the significant construction investment already incurred by Charter to install fiber lines at the existing City locations and staffs confirmation that the charges to the City represent a good value to the City, staff determined that Section 2-807(e) applies under these circumstances. Should the City obtain our own city -owned fiber network in the future, these services can be discontinued at the end of minimum commitment period. The attached agreement is primarily Charters standard agreement. We proposed multiple changes that were rejected by the vendor, such as waiver of a jury trial and the presence of an arbitration clause. However, they did agree to add a term date, a not -to -exceed amount, and portability clauses. STRATEGIC PLAN ALIGNMENT 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). FISCAL IMPACT Funds are already budgeted and available in the Information Technology FUND 10920140-62010. Fiscal Year Amount 2017-18 (January 2018 - June 2018) $150,000 2018-19 (July 2018 - June 2019) $300,000 2019-20 (July 2019 - June 2020) $300,000 2019-20 (July 2020 - June 2021) $300,000 2019-20 (July 2021 - June 2022) $300,000 2019-20 (July 2022 - June 2023) $300,000 2019-20 (July 2023 - June 2024) $300,000 2020-21 (July 2024 — December 2024) $150,000 25D-2 AGREEMENT FOR DATA AND VIDEO SERVICES January 16, 2017 Page 2 APPROVED AS TO FUNDS AND ACCOUP S: Jack dulla 'Francisco' Gutierrez 00 Chie echnology and Innovations Officer Executive Director Info ation Technology Department Finance & Management Services Agency Exhibits: A. Spectrum Enterprise Service Agreement 25D-3 25D-4 SPECTRUM ENTERPRISE SERVICE AGREEMENT The customer Identified below ('Customer") hereby acknowledges and agrees to the Commercial Terms of Service ('Terns of Seivicey with respect to any service order(s) placed by Customer and accepted by Spectrum hereafter (each, a 'Service. Order'), and this Agreement constitutes the "Service Agreement- by and between the Customer and Charter Communications Operating, LLC on behalf of thoseoperatingsubsidiaries providing the Service(s) hereunder ('Spectfum').This Service Agreement Is executed and effective upon the latest dale of signature set forth In the signature black below. prise Sales Contact Information SpecWm Enterprise Account Executive: Olivia Ortiz Office: (562) 677-0406 Mobile: (562) 446.7766 Customer Information Customer Name (Exact Legal Name): City of Sanla Ana Charter Communications Operating, LLC By: Charter Communications Inc. Its Mana er tl. t P.&11(PoargoUl Street Address: 20 Civic Center Suite: Plaza City: Santa Ana grate: CA Tip Code: 82701 Customers Main Tel. No.: (714) 647.5400 Fax. No.: - Customer Contact Name: JackClulla Tel.No.;(714)647-5373 E.mag:JCiuga@santa-ana.org BGGrrg Addre.3 f Civic Center Plaza - M42 Suite: City: Santa Ana Stale: CA zip Code: 92701 Bilfing Contact Name: Melanie Torres Tel.No.: (714) 647-5373 E-mail; MTorres@Santa=ana.org Unless earlier terminated in accordance with the Terns of Service, the Service Agreement shall remain In effect until the expiration or termination of all Service Orders) entered Into under this Service Agreement 'Service Agreement Term Is defined in Section 1 of the Commercial Terms of Service. THIS SERVICE AGREEMENT HEREBY INCORPORATES THE TERMS OF SERVICE ATTACHED HERETO. BY EXECUTING THIS SERVICE AGREEMENT BELOW, CUSTOMER ACKNOWLEDGES THAT: (1) CUSTOMER ACCEPTS AND AGREES TO BE BOUND BY THE TERMS OF SERVICE, INCLUDING THE ARBITRATION SECTION THEREOF, WHICH PROVIDES THAT THE PARTIES DESIRE TO RESOLVE ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THE SERVICE AGREEMENT THROUGH ARBITRATION; AND (2) BY AGREEING TO ARBITRATION, CUSTOMER IS GIVING UP VARIOUS RIGHTS, INCLUDING THE RIGHT TO TRIAL BY JURY. Customer Charter Communications Operating, LLC By: Charter Communications Inc. Its Mana er tl. t P.&11(PoargoUl By: Name (printed): Name (printed): Lynne Bell 1106: Title: VP of Strategic Sales Dater Date: December 7 2017 Commercial Bulk Services Agreementv.181213 CONFIDENTIAL Page of 31 C016 Charter Communications. All Rights Reserved. Lynne P. Bell Approved as to Form Attest Recommended for Approval E -signed 2017-12-0711:020M PST lynne.betl@charter.com J hn M. Funk Maria D. Huizar Jack Ciulla asistant City Attorney Clerk of the Council Chief Technology Innovations Document Intearity Verified amu. r,.„—i. ., 2501-5 COMMERCIAL TERMS OF SERVICE These Commercial Terms of Service, including all Attachments, Service Orders and other documents identified hereunder, each of which are Incorporated herein by reference (collectively, the "Service Agreement" or "Master Agreement') by and between Customer and Charter Communications Operating, LLC on behalf of those operating subsidiaries providing the Service(s) hereunder ("Spectrum") (collectively, the "Parties' or each individually a "Party) for the services specified (the "Services") in each respective service order (each a "Service Omer"). The Attachments to these Commercial Terms of Service ("Attachments") further describe Spectrum's Services. Customer understands and agrees that certain Services may not be available in all Spectrum service areas and that upon entering Into a Service Order with Customer, Spectrum, at its discretion,. may utilize one or more third parties to deliver the Services (the latter, 'Third Party Services*). The Third Party Services may be subject to additional terms and conditions. GENERAL 1. SERVICE AGREEMENT TERM. This Service Agreement shall be effective upon the latest date of the signatures required hereto and shall continue for a period of 48 months ("Agreement Term"). Upon the expiration of the Agreement Tenn, both Parties shall have the option to extend the Agreement Term for a period.of. 12.months ("Renewal Agreement Term"), not to exceed three Renewal Agreement Terms. Either Party shali'notify" th'e other Party of Its desire not to renew this Service Agreement by giving sixty (60) days prior written notice to the other party before the expiration of the thencurrent Agreement Tenn. . 2. SERVICES. Customer shall request Services hereunder by submitting orders in a manner required by Spectrum which may include orders placed via telephone, online or paper. -Upon Spectrum's acceptance of a service order(s), as indicated either by Spectrum's written acceptance or by Spectrum's delivery of the Services, such service order(s) shall be deemed on "Order' (or Service Order) hereunder and shall be deemed incorporated Into this Service Agreement. 3. ORDER TERM. 'Order Term" (or "Service Period") is the time period starting on the date the Services are functional in all material respects and available for use (the "Tum -up Date"), and continuing for the number of months specified In the Service Order(s). Unless otherwise set forth in an accepted Service Order, the Initial (or minimum) term for Service is one (1) month from the Turn -up Date and the minimum charge Is the established MRC (defined below) for one (1).. month. Upon expiration of the Initial Order Term, the applicable Service Order shall automatically renew for successive one-month terms, unless either Spectrum or Customer elects to not renew the Order Term by written notice provided to the other at least 30 days in advance of the expiration of the then -current Order Term. In the event any Order Term extends beyond the SemiceAgreement Term, the Services shall continue to be governed by this Service Agreement until the [after of the end of the respective Order Tenn or termination of the Services, as permitted under this Service Agreement. 4. SERVICE LOCATION. Spectrum shall provide the Services to Customer at the Service address ('Service Location'). S. AVAILABILITY OF FACILITIES. Services and associated products, facilities, equipment, features and functions will be available in accordance with the Service Agreement, where technically and operationally feasible. Spectrum's obligation to furnish Services is dependent upon Its ability to secure and retain, without unreasonable expense, suitable facilities and rights for the construction and maintenance of the necessary facllitles, pole lines, circuits and equipment and to provide for the Installation of those facilities required Incident to the furnishing and maintenance of that Service. Spectrum may limit communications, refuse to provide Services or discontinue Services when necessary because of (i) the lack of transmission medium, transmission capacity or any other facilities or equipment,_ (11) the lack of available services from or Interconnection with the services or facilities of other providers, (iii) any cause beyond Spectrum's control, (iv) any order, law, rule; regulation or ordinance that in any way restricts the provision or operation of the Services or iv) In the event of any prohibited use, as described herein or in any Attachment. 6. SERVICE LOCATION ACCESS AND INSTALLATION. (a) Access. Spectrum will require reasonable access to each Service Location as necessary for Spectrum to review, Install, Inspect, maintain or repair any Spectrum -provided equipment ('Equipment) necessary to provide the Services. (b) If Customer owns or controls the Service Location(s), Customer grants Spectrum permission to enter the. Service Locafion(s) for the exercise of such right. If s Service Location is not owned and/or controlled by Customer, Customer will obtain, with Spectrum's reasonable assistance, appropriate right of access. If such right of access for Spectrum is not obtained by either Party, then Spectrum's obligations with respect to such Service Location shall terminate and be considered null and void. Customer shall perform interconnection of the Services and Spectrum Equipment with any Customer or End User equipment, unless otherwise set forth in an Attachment or agreed in writing between the Parties. (c) Installation Review. Spectrum may perform an installation review of each Service Location prior to installation of the Services. Upon request, Customer shall provide Spectrum with accurate site and/or physical network diagrams or maps of a Service Location, including electrical and other utility service maps, prior to the Installation review. Commercial Bulk Services Agreement v.161213 CONFIDENTIAL Page 2 of 31 02016 Charter Communications. All Rlghts.Reserved. Lynne P. Bell E -signed 2017-12-0711:02PM PST lynne.bell@charter.com ) 0 Document IntegrityVerified Adobe PSJ- il: If Spectrum determines that safe installation and/or activation of one or more of the Services will have negative consequences to Spectrum's personnel or communications network ('Network') or otherwise cause technical difficulties to Spectrum or Its customers, Spectrum may terminate the respective Service(s) effective upon written notice to Customer or may require Customer to correct the situation before proceeding with installation or activation of the.Services. (d) Subsequent Interference. If during the .initial or any renewal Order Term, (I) proper operation of Equipment or provision of a Service Is no longer unhindered or possible as a result of Interference or obstruction due to any cause other than Spectrum or (ii) such interference/obstruction or its cause may endanger, hinder, harm or Injure Spectrums personnel, Equipment, or Network and/or cause technical difficulties to Spectrum or Its customers, Spectrum may terminate the affected Service Order(s) without liability upon written notice to Customer. (e) Site Preparation. Customer shall be responsible for necessary preparations at Its location(s) for delivery and Installation of Equipment and the installation and ongoing provision of Services, Including the relocation of Customer's,equipment, furniture and furnishings as necessary to access the Equipment or Services. Upon request, Customer shall provide any available electrical, utility service, and/or general physical, network diagrams or maps prior to installation or maintenance work to be undertaken by Spectrum. Customer shall not charge Spectrum, and shall ensure that Spectrum does not incur, .any fees or expenses whatsoever in connection with Customer's provision of space, power, or access "as described Herein, or otherwise in connection with Customer's performance of Its obligations pursuant to this section; and any such fees or expenses charged by any other end user accessing or using the Services ('End User") shall be borne solely by Customer. (f) Installation. Spectrum will schedule one or more Installation visits with Customer. Customer's authorized representative, must be present during Installation._ If during the course of installation Spectrum determines additional work Is necessaryto enable Spectrum to deliver the Services to the Service Location, Spectrum will notify Customer of any one time charges ('OTC'). If Customer does not agree to pay such OTC by executing a revised Service Order within, five business days of receiving the same; Customer and Spectrum shall each have the right to terminate the applicable Service Order. OTC may Include construction vests, additional Service Installation charge(s), repair, replacement, and/or any other nonrecurring costs or charges. Customer shall conned Customer's computer pr network to applicable Equipment to enable access to the Services. Spectrum shall be responsiblefor reasonable restoration efforts necessaryto address any displacement resulting from excavation and for those damages directly caused by.Spectrum's faulty workmanship or installation of the Service, provided that the boring of holes or insertion of fasteners through the surface of walls for attachment of peripheral equipment will not be deemed damages but rather part of normal workmanship. Al the Customer's request, Spectrum may perform Installation or maintenance on weekends or times other than during normal business hours; provided, however. Customer may be assessed reasonable, additional OTC based on Spectrum's actually Incurred labor, material or other costs for such non -routine Installation or maintenance. If the installation and maintenance of Service are requested at locations which are or may become, in Spectrum's sole opinion, hazardous or dangerous to Spectrum's employees or the public or property, Spectrum may refuse to Install and maintain such Service,. and, if such Service is furnished, may require the Customer to Install andmaintain such Services. In the event of such hazardous or dangerous conditions, Customer shall defend, Indemnify, and hold Spectrum harmless from any claims, loss, damage, or other liability arising from the Installation or maintenance of such Service. Spectrum shall use reasonable efforts to make Services available by the estimated service date set forth in the Service Order. Spectrum shall not be liable for any damages, whatsoever resulting from delays In meeting the estimated service date due. to delays resulting from normal installation procedures or events. beyond; Spectrum's control. Examples of delays of installation Include, without limitation, delays in obtaining necessary regulatory approvals for construction, delays in obtaining right-of-way approvals, delays'In actual construction work being done by Spectrum's vendor(s), and any delays due to any other providers) where Spectrum is retying upon such provider(s) to meet such estimated,due date whichis beyond Spectrum's control. In the event that Spectrum is unable to Install the Service In accordance with the agreed upon schedule as a result of I. Customer's (or any End User's) failure to deliver any required materials, support or Information to Spectrum; or Ii. Customer's(or any End Users) failure to provide access to a Service Location; or III. Spectrum not being able to obtain access to equipment or software at the Service Location as necessary for installation of the Service, then Customer shall pay Spectrum a OTC at Spectrum's then prevailing rates for any Installation trip made by Spectrum and an additional OTC for each subsequent trip necessary to perform the Service installation. (g) Ongoing Visits. Spectrum will need periodic access for inspection, operation and maintenance of the Network. Except In emergency situations, Spectrum will obtain approval from Customer (not to be unreasonably withheld or delayed) before entering the Service Location. At Spectrum's request, Customer, or a representative designated by Customer, will accompany Spectrum's employees or agents Into any unoccupied unit for any purpose relating to the Equipment. 7. EQUIPMENT AND MATERIALS. Commercial Bulk Services Agreement v.161213 CONFIDENTIAL Page 3 of 31 02016 Charter Communications. All Rights Reserved. Lynne P. Bell E -signed 2017-12-0711:02PM PST lynne.beli@charter.com 0 Document Integrity Verified 5D-7 (a) Responsibilities and Safeouards. Except as otherwise provided in this Service Agreement or any Service Order(s), neither Party shall be responsible for the maintenance or repair of cable, electronics, structures,_ equipment or materials owned by the other Party; provided,owever, that subject to the Indemnification limitations set forth In this Service Agreement, each Party shall be responsible to the other for any physical damage or harm such Party causes to the other Parry's personal or real property through the negligence or willful misconduct of such damage causing Party. Customer shall: L Safeguard Equipment against others; Ii. Not add other equipment nor move, modify, disturb, alter, remove, nor otherwise tamper with any portion of the Equipment; iii. Not hire nor permit anyone other than personnel authorized by Spectrum, acting in their official capacity, to perform any work on Equipment; and IV. Not move nor relocate Equipment to another location or use It at an address other than the Service location without the prior written consent of Spectrum. Any unauthorized connection or other tampering with the Services or Equipment shall be muse for Immediate suspension of Services, Termination of this Service Agreement and/or legal action, and Spectrum shall be entitled to recover damages, including the value of any Services and/or Equipment obtained in violation of this Service. Agreement, In addition to reasonable collection costs including reasonable attorney fees. Should any antenna, or signal amplification system for use in connection with communication equipment hereafter be installed at the Service Location which Interferes with the Services, Spectrum shall not be obligated to distribute a -signal to the Service Location better than the highest quality which can be furnished without additional cost to Spectrum as a result of such Interference, until. such time as the Interference is eliminated. Customer shall be solely responsible for securing and maintaining any and all Customer equipment, including, but not limited to, Private Branch Exchanges (including other non -Spectrum switches, collectively, 'PBXs') and Trunk Equipment (as defined In Attachment Bl, where applicable. - (b) Customer SecurityResponsibilities. Customer shall be responsible for the implementation of reasonable security measures and procedures with respect to use of and access to the Service Location, Service and/or Equipment. Spectrum may suspend the Services upon learning of a breach of security and will attempt to contact Customer in advance, if practicable. (c) Customer shall ensure that all Equipment at Customer's and End Users' Service Locations (i) remains freeand clear of all liens and encumbrances, (ii) is not modified or altered by any person or entity other than Spectrum, (iii) is not subject to accident, misuse, abnormal wear and tear,.neglect, or mistreatment, (Iv) is not damaged In connection with any equipment or software with which the Equipment is used and not supplied by Spectrum, (v) is not damaged by liquids, and (vi) is not used with any software not supplied by Spectrum for use with such Equipment. (d) Ownership. Notwithstanding any other_ provision contained in this Service Agreement to the contrary, all Equipment and materials Installed or provided by Spectrum are and shall always remain the property of Spectrum, shall not become a fixture to the Service Location, and must be returned to Spectrum at any time Services are disconnected In the condition in which they were received subject to ordinary wear and tear. Customer will.not sell, lease, assign nor encumber any Equipment. Customer shall not obtain or acquire title fo, Interest or right (Including Intellectual property rights) in the Service or Equipment other than to the limited extent of use rights expressly granted under this Service Agreement.. Customer is solely responsible for securing any Customer -owned or provided CPE (i.e., any customer premises equipment Including without limitation PBXs), and shall be solely responsible for any charges associated with such CPE or Third Party Services (including those associated with PBXs, mlling card(s) and/or access numbers, regardless of whether such use (t) Is authorized by Customer management or (Ii) Involves fraudulent activity). (e) Ecuipment Return Retrieval Repair and Replacement. Immediately upon termination of this Service Agreement and/or Service in Order(s) ("Ternafon ), at the discretion of Spectrum, Customer shall return or allow Spectrum to retrieve the Equipment Failure of Customer to return or allow Spectrum to retrieve the Equipment within 10 days after Services are terminated will result In a charge to Customer's account equal to either Spectrum's applicable unreturned equipment charge or the retail cost of replacement of the unreturned Equipment. If applicable, Customer shall pay' for the repair or replacement of any damaged Equipment, except such repairs or replacements as may be necessary due to normal and ordinary wear and tear or material/workmanship defects, together with any costs Incurred by Spectrum in obtaining or attempting to regain possession of such Equipment, including reasonable attorney fees. B. STANDARD PAYMENT TERMS. Customer shall pay recurring and non-recurring charges/fees for the Services in the amount specified on the Service Order and other applicable charges as described in this Service Agreement. (a) Charges. Monthly recurring charges (°MRCs') specific to the Service(s) provided by Spectrum and Third Party Services and charges for non -use -based Services, are due prior to the month the Service Is delivered. Customer may be charged an OTC for construction, Service installation charge(s), repair; replacement, and/or any other nonrecurring costs or charges. Usage -based charges will be Invoiced typically within one-month of delivery of the respective use -based Service (e.g.. pay -per view charges). Certain MRCS are subject to Increases attributable to programming, license, copyright, retransmission and/or Commercial Bulk Services Agreement v.161213 CONFIDENTIAL Page 4 of 31 02016 Charter Communications. All Rights Reserved. Lynne P. Bell E -signed 2017-12-0711:02PM PST., lynne.bell@charter.com ' Document Integrity Verified Adobe Sign T,a..,Uon Humber. 25D-8 other similar costs Imposed upon Spectrum. Spectrum shall provide at least 30 days prior notice to Customer of any Increase in the MRCS. The,Parties agree that Customer's payments under this Agreement cannot exceed an annual amount' ofj$300,000y40„' ("Not -To -Exceed Amount), inclusive of applicable taxes, surcharges, and fees.. The Parties agree that taxes, surcharges; and fees are subject to change. Maintenance of such Not -To -Exceed Amount shall be the sole responsibility of Customer. All Invoices associated with mutually agreed upon Service Orders will be bound by the payment terms as set forth In this Section S. For the avoidance of doubt, in no way shall this provision limit or alter Customer's compliance with the terms of this Agreement or any Service Order. Spectrum will not defer any charges while Customer awaits reimbursement, subsidy, discount or credit from any third party or government entity, and Customer shall have the obligation to pay all charges regardless of the status of any such reimbursement, subsidy, discount or credit. (b) Taxes. Surcharges, and Fees. MRCS and OTCs do not Include taxes, fees or surcharges that Customer must pay, Including but not limited to applicable sales; use, property, excise or other taxes, franchise fees, and governmental charges (excluding income taxes) arising under this Service Agreement, in addition to any surcharges that may be Imposed as may be permitted under and consistent with applicable taw. if a Customer wishes to claim tax-exempt status,. then Customer must supply Spectrum with a copy of Customers tax exemption document within 15 days of Installation of applicable Services. If Customer supplies such documentation after that time, Spectrum will apply it to Customers account on a prospective basis, allowing Spectrum at least 30 days for processing. To the extent such documentation Is held Invalid for any reason, Customer agrees to reimburse Spectrum for any tax or fee liability including without limitation related Interest and penalties arising from such invalid.documentation. Tax-exempt status shall not relieve Customer of Its obligation to pay applicable franchise fees or other non -tax fees and surcharges. Spectrum reserves the right, from time to time, to change the surcharges for Services under this Service Agreement to reflect incurred costs, charges, or obligations- Imposed on Spectrum to the extent permitted, required, or otherwise not prohibited under applicable law (e.g., universal service fund (°USF) charges, etc.). Furthermore, Spectrum shall have the right to recover from Customer the amount of any state or local fees or taxes arising as a result of this Service Agreement, which are imposed on Spectrum or Its services, or otherwise assessed or calculated Based an Spectrum's receipts from Customer. To the extent that a dispute arises under this Service Agreement as to which Party to this Service Agreement is liable for fees or taxes based an such Party's net income , Customer shall bear the burden of proof in showing that the fee or tax is Imposed upon Spectrum's net income. This -burden may be satisfied by Customer producing written documentation from the jurisdiction Imposing the fee or tax in ilbating that the fee or tax is based on Spectrum's net Income. Customer acknowledges that currently, and from time to time, there is uncertainty about the regulatory classification of some of the Services Spectrum provides and, consequently, uncertainty about what fees, taxes and surcharges are due from Spectrum and/or its customers. Customer agrees that Spectrum has the right to determine, in its sole discretion, what fees, taxes and surcharges are due and to collect and remit them to the relevant governmental authorities, and/or to pay and pass them through to Customer. Customer hereby waives any calms it may have regarding Spectrum's collection or remittance of such fees, taxes and surcharges. (c) Change Requests. Any charges assoclaled with Service and Equipment installations, changes, or additions requested by Customer subsequent to executing a Service Order for the applicable Service Location are'the sole financial responsibility of Customer. Spectrum shall notify Customer of any additional OTCs and/or adjustments to MRCS associated with or applicable to such Customer change requests prior to making any such change. Customers failure to accept such additional charges within 5 business days of receiving such notice. shall be deemed a rejection by Customer, and Spectrum shall not be liable to perform any work giving rise to such charges. For accepted charges. Customer shall be assessed such additional OTCs and/or adjustments of the MRCS either (1) in advance of implementation of the change request or (il) beginning on Customer's next and/or subsequent invoice(s). (d) Site Visits and Repairs. If Customers misuse,abuse or modification of the Services, Equipment or Network results In a visit to a Service Location for Inspection, correction or repair, Spectrum may charge Customer a site visit fee-as:well as charges for any resulting Equipment or Network repair or replacement, which may be necessary. If Spectrum responds to a service call initiated by Customer, and Spectrum reasonably determines that the museofsuch service call is not due to a problem arising from Spectrum's Network, but rather is due to Customer—provided or Customer -owned equipment or facilities, or a third party not under Charters control or direction, Customer must compensate Spectrum for the service call at Spectrum's then -prevailing commercial rates. 9. Invoicing Disoutes. Customer must provide written notice to Spectrum of any disputed charges within 90 days of the Invoice date on which the disputed charges appear for Customer to receive any credit that may be due. Customer must have and present a reasonable oasis for disputing any amount charged. Customer shall not he entitled to dispute service charges nor request credits more than 90 days from the payment date on Invoice for such Service. Commercial Bulk Services Agreement v.161213 CONFIDENTIAL Page 5 of 31 62016 Charter Communications. All Rights Reserved. Lynne P. Bell E-signed'2017-12-0711:02PM PST lynne.beli@charter.com Document Integrity Verified 25 (a) Late Fees. Undisputed amounts not paid within 45 days of the Invoice date,shall be past due and subject to a late fee of 1.5% per month or the maximum amount permitted by law. (b) Non -Payment. If Services are suspended due to late payment, Spectrum may require that Customer pay all past due charges, a reconnect fee, and one or more MRCS in advance before reconnecting Services. (c) Collection Fees. Spectrum may charge a reasonable service fee for all returned checks and bank card, credit card or other charge card charge -backs. Customer shall be responsible for all expenses, including reasonable attorney fees and collection costs, incurred by Spectrum in collecting any unpaid amounts due under this Service Agreement. 10. Customer shall also be responsible for all costs of collection of overdue amounts Incurred by Spectrum (Including reasonable attorneys' fees). 11. If Spectrum fails to present a charge in a timely manner., such failure shall not constitute a waiver of the charges for the Services to which R relates, and Customer shall be responsible for and pay such charges when invoiced in accordance with these payment terms. (a) Spectrum shall have the right to verify Customer's credit standing at any time. Additionally, Spectrum may at any time require Customer to make a deposit and/or advance payment If In Spectrum's reasonable discretion, Customer's credit standing warrants such deposit and/or advanced payment. The deposit requested will be In cash, the equivalent of cash, or a bank, credit card or account debit authorization and does not relieve Customer of the responsibility for the prompt payment of Invoices on presentation. Spectrum may deduct amounts from the deposit, bill any bank or credit card provided, or utilize any other means of payment available to Spectrum, for past due amounts. (b) Bundled Pricing. If Customer has selected a bundled offer, meaning a discounted MRC for receiving more than one Spectrum Service (*Bundle"), then the following conditions shall apply: (1) In consideration for Customer's purchase of all Services in the Bundle, and only with respect to that period of time during which Customer continues to purchase the specific Services in such Bundle and during which such Bundle is in effect, the correlating discount to the Services in such Bundle, ordered pursuant to"the Spectrum program governing such Bundle, will be reflected in the MRC for the respective Services. 0) Upon discontinuation or termination by Customer of any Service component of the applicable Bundle, the pricing for the remaining Service(s) shall revert to Spectrum's unbundled pricing for such Service(s) in effectat the time. Termination liability applicable to the Services under this Service Agreement shall otherwise remain unchanged. 12. PORTABILITY. After the first twelve (12) months of the Initial Order Tenn, if Customer is vacating or otherwise leaving a Service Location ("Closed Location") prior to the end of the Initial Order Tenn, Customer may elect, upon at least sixty (60) days' prior written notice to Spectrum, to terminate the Services at such Closed Location, without payment of early termination charges, provided that Customer: (a) has paid Spectrum all amounts due and owing, Including any unpaid construction charges and other OTCs, at the time of suchterminationfor all Services provided by Spectrum pursuant to the Services Agreement; (b) vacates or otherwise leaves such Service Location within such sixty (60) day period; (c) places a Service Order for replacement Services at a different location within the Spectrum market area ("New Location") with an activation date no later than sixty (60) days after the termination of the original Service, so long as the replacement Service at the New Location has a value (determined by multiplying the number of months In the replacement Service's Initial Order Term by such Service's monthly recurring Service Charges) equal. to or greater than the original Service (such value determined by multiplying the number of months remaining In the original Service's remaining Initial Order Term. by such Service's MRCS); and (d) pays to Spectrum upon receipt of invoice all OTCs, if any, associated with the replacement Service at the New Location, and the costs and expenses Incurred by Spectrum to terminate the terminated Service, Including, without limitation, any applicable third -party termination liability charges. Service Charges for the New Location will be billed at the standard rates applicable to the geographic area of the New Location. 13. ADMINISTRATIVE WEB SITE. Spectrum may, at its sole option, make one or more administrative web sites available to Customer in connection with Customers use of the Services (each an 'Administrative Web Site'). Spectrum may furnish Customer with one or more user identifications and/or passwords for use on the Administrative Web Site. Customer shall be responsible for the confidentiality and use of such user Identifications and/or passwords and shall immediately notify Spectrum if there has been an unauthorized release, use or other compromise of any user Identification or password. In addition, Customer agrees that Its authorized users shall keep confidential and not distribute any Information or other materials made available by the Administrative Web Site. Customer shall be solely responsible for all use of the Administrative Web Site, and Spectrum shall only be entitled to rely on all Customer uses of and submission to the Administrative Web Site.as authorized by Customer. Spectrum shall not be liable for any loss, cost, expense or other liability arising out of any Customer use of the Administrative Web Site. Spectrum may change or discontinue the Administrative Web Site, or Customers right to use the Administrative Web Site, at any time. Additional terms and policies}gay apply to Customers use of the Administrative Web Site. These terms and policies will be posted on the site. 14. NO THIRD PARTY HARDWARE OR SOFTWARE SUPPORT. Customer is responsible for the installation, repair and use of Customer -supplied third party hardware and/or software, including without limitation any necessary for the use of third party services. Spectrum does not support third party hardware or software used in conjunction with third party services or supplied by Customer. Any questions concerning third party hardware or software should be directed to the provider of that product. Spectrum assumes no liability or responsibility for the installation, maintenance, compatibility or performance of third party software, or any Customer -supplied hardware or software with the Services. If such third party equipment or software impairs the Services,. Customer shall remain liable for payments as agreed (if any) without recourse for credit or prorated refund for the period of impairment. Spectrum has no responsibility Commercial Bulk Services Agreement v.161213 CONFIDENTIAL Page 6 of 31 02016 Charter Communications. All Rights Reserved. Lynne P. Bell E -signed 2017-12-0711:02PM PS_ T lynne.bell@charter.coin Document Integrity Verified 15U_1 U to resolve the difficulties caused by such third party equipment or software. If, at Customer's request, Spectrum should attempt to resolve difficulties caused by such third party equipment or software, such efforts shag be performed at Spectrum's discretion and at then -current commercial rates and terms. 15. CUSTOMER USE (a) NO RESELLING: Customer shall not re -sell or re -distribute (whether for a fee or otherwise) access to the Service(s) or system capacity, or any part thereof, in any manner other than for Customer's internal business without the express prior written consent of Spectrum. (b) NO ILLEGAL PURPOSE/UNAUTHORIZED ACCESS Customer shall not use or permit third parties to use the Service(s), Including the Equipment and software provided by Spectrum, for any Illegal purpose, or to achieve unauthorized access to any computer systems, software, data, or other copyright or patent protected material. (c) NO INTERFERENCE. Customer shall not interfere with other customers use of Equipment or Services or disrupt the Spectrum Network, backbone, nodes or other Services. Violation of any part of this Section is grounds for immediate Termination of this Service Agreement and/or all Service Orders In addition to any other rights or remedies Spectrum may have. (d) APPLICABLE LAWS. With respect to Customer's use of the Service (including the transmission or use of any content via the Service), Customer shall comply with all applicable laws and regulations in addition to the terms of this Service,Agreement. Spectrum shall have the right to audit Customer's use of the Service remotely or otherwise, to ensure compliance with this Service Agreement. (e) ACCEPTABLE USE. Customer shall not use, or allow the Services to be used, In any manner that would violate the applicable Spectrum Acceptable Use Policies or that would cause, or be likely to cause, Spectrum to qualify as a "Covered 911 Service Provider' as defined in 47 C.F.R. §12.4 or any successor provislon of the rules of the Federal Communication Commission. For avoidance of doubt, Customer and Spectrum agree that any failure to satisfy the covenants set forth In the preceding sentence shall constitute a material breach of the Master Agreement. 16. GENERAL CUSTOMER REPRESENTATIONS AND OBLIGATIONS. Customer represents to Spectrum (a) that Customer has the authority to execute, deliver and carry out the terms of this Service Agreement and associated Service Orders and (b) that its End Users and any person who accesses ,any Services through Customer's equipment at the Service Location, will use the Service, Network and/or Network facilities in an appropriate and legal manner, and will be subject to the terms of this Service Agreement. Customer Is responsible for ensuring its End Users comply with the terms of this Service Agreement.: Customer shall be responsible for all access to and use of the Service by means of Customer's equipment,.: whether or not Customer has knowledge of or authorizes ,such access or use. Customer shall be solely liable and responsible for all charges incurred and all conduct through either authorized or unauthorized use of the Service. As between the parties, Customer Is solely responsible for (a) all use (whether or not authorized) of the Service by Customer, any End User or any unauthorized person or entity, which use shall be deemed Customer's use for purposes of this Service Agreement, (b) all content that is viewed, stored or transmitted via the Service; as applicable, and (c) all third -parry charges Incurred for merchandise and 'services accessed via the Service, if any. Customer agrees to conform Its equipment and software, and to ensure that each End User conforms its equipment and software, to the technical specifications for the Service provided by Spectrum from time to time. 17. PERFORMANCE. Spectrum will use commercially reasonable efforts in keeping with normal Industry standards to ensure that the Service is available to Customer 24 hours per day, seven days per week. It is possible, however, that there Will be Interruptions of Service. The Service may be unavailable from time -to -time either for scheduled or unscheduled maintenance, technical difficulties, or for other reasons beyond Spectrum's reasonable control. Temporary service Interruptions/outages for such reasons, as well as service Interruptions/outages caused by Customer, Its agents and employees, or by a Force Majeure Event, shall notconstitute a failure by Spectrum to perform its obligations under this Service Agreement, and Customer will not hold Spectrum at fault for toss of Customer revenue or lost employee productivity due to Service outages. 18. MONITORING, EQUIPMENT UPGRADES AND MODIFICATIONS. Spectrum has the right, but not the obligation, to upgrade, modify And enhance the Spectrum network (Including Equipment and related firmware)and the Service and take any action that Spectrum deems appropriate to protect and/or improve the Service and Its. facilities. Spectrum shall have the right, but not the obligation, to monitor and record oral communications with Customer regarding Customer's account or Services for the purpose of service quality assurance. 19. DEFAULT, SUPENSION OF SERVICE, AND TERMINATION. No express or implied waiver by Spectrum of any eventof noncompliance shall in any way be a waiver of any further subsequent event of noncompliance. Nothing herein, Including termination of this Service Agreement or any Service Order(s), shall relieve Customer of its obligation to pay Spectrum all amounts due. (a) Default by Customer: Customer shall be in default under this Service Agreement if Customer does one or more of the following things (each individually to be considered a separate event of default) and Customer fails to correct each such noncompliance within 30 days of receipt of written notice ("Default'): I. Customer is more than 45 days past due with respect to any payment required hereunder, fl. Customer otherwise has failed to comply with the terms of this Service Agreement. (b) Termination for Convenience. Notwithstanding any other term or provision in this Service Agreement, Customer shall have the right to terminate a Service Order, or this Service Agreement in whole or pad, at any upon thirty (30) days prior written notice. to Spectrum , and subject to payment of all outstanding amounts due, any applicable Termination Charges, and the return of any Commercial Bulk Services Agreement v.161213 CONFIDENTIAL Page 7 of 31 02016 Charier Communications. All Rights Reserved. Lynne P. Bell E -signed 2017-12-0711:02PM PST lynne.bell@charter.com ' Document Integrity verified 25D-11 Adobe Sign Tramoceon Number. Spectrum Equipment. In the event Customer cancels a Service Order prior to Spectrum actually delivering Services, and in the event that Spectrum Incurs construction or installation costs or charges prior to such cancellation, then Customer shall reimburse Spectrum for such chargesactually incurred. (c) Spectrum's Right to Suspend Terminate and apply a Termination Charce. If Customer is in Default, Spectrum shall have the right, at Its option, without prior notice, and in addition to any other rights of Spectrum expressly set forth in this Service Agreement and any other remedies It may have under applicable law to: i. Immediately suspend Services to Customer until such time as the underlying noncompliance has been corrected without affecting Customers on-going obligation to pay Spectrum any amounts due under this Service Agreement (e.g., the MRCS) as If such suspension of Services had not taken place; I. Terminate the Services, this Service Agreement or the applicable Service Order(s). iii. To the extent not prohibited by applicable law, if Termination is due to Custom& Default or is elected/done by Customer for convenience, Customer must pay Spectrum aTermination charge (a `Termination Charon), which the parties recognize as liquidated damages. This Termination Charge shall be equal to 100% of the unpaid balance of the MRCS that would have been due throughoutthe applicable Service Period plus 100% of (1) the outstanding balance of any and all OTCs plus (2) any and all previously waived OTCs. Iv. The provisions of sections 8.11, 15, 21-22, 24.27 and the Attachments shall survive the termination or expiration of the Service Agreement. (d) Default by Spectmm. Spectrum shall be In default under this Service Agreement If Spectrum fails to comply with the terms of this Service Agreement and/pr any or all of the applicable Service Order(s), and Spectrum fails to remedy each such noncompliance or occurrence within 30 days of receipt of written notice from Customer describing in reasonable detail the nature, scope and extent of the default or noncompliance ("Spectrum Default'). (e) Customer's Right to Temdhate and Termination Charce I. To theextentnot prohibited by applicable law, in the event Customer wishes to terminale a Service without cause, Customer shall be liable for the same Termination Charges as described in Section 19(b) above. IL Customer shall have the right, at its option and in addition to any other remedies it may have, to terminate any applicable Service Order(s), if the underlying event of Spectrum Default is limited to Services provided under the applicable Service Order(s), or to terminate this Service Agreement, if the underlying event of such Spectrum .Default Is not so limited. Ill. If Termination Is due to a Spectrum Default, Spectrum shall reimburse Customer for any pre -paid, unused MRCS attributable to such terminated Service Order(s). In addition, if Termination is due to Spectrum Default within one year of the applicable Tum -Up Date, Spectrum shall pay a Termination Charge, which the parties recognize as liquidated damages, equal to a portion of any OTC that has already been paid by Customer to Spectrum relative to Service at the sites covered by the terminated, Service Order. This Termination Charge shall be equal to the product of a) the number of months (Including partial months) remaining in the initial 12 months of the Intal Service Period at the time of Termination times b) a ratio In which the numerator is the total of OTCs paid to date and the denominator is 12. 20. LIMITATION OF LIABILITY.—PLEASE READ THIS SECTION CAREFULLY, IT CONTAINS DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY. DISCLAIMER OF WARRANTY. CUSTOMER ASSUMES TOTAL RESPONSIBILITY FOR USE OF THE SERVICE AND USES THE SAME AT ITS OWN RISK. (a) SPECTRUM EXERCISES NO CONTROL OVER AND HAS NO RESPONSIBILITY WHATSOEVER FOR THE CONTENT TRANSMITTED OR ACCESSIBLE THROUGH THE SERVICE AND SPECTRUM EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR SUCH CONTENT. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SERVICE AGREEMENT, THE SERVICE, EQUIPMENT AND ANY RELATED MATERIALS ARE PROVIDED'AS IS, WITH ALL FAULTS; WITHOUT WARRANTIES OF ANY KIND, EITHEREXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON -INFRINGEMENT, SYSTEM INTEGRATION, DATA ACCURACY, QUIET ENJOYMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO ADVICE OR INFORMATION GIVEN BY SPECTRUM, ITS AFFILIATES OR ITS CONTRACTORS OR THEIR RESPECTIVE EMPLOYEES SHALL CREATE ANY WARRANTY. SPECTRUM DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS, PREVENT UNAUTHORIZED ACCESS BY THIRD PARTIES, WILL BE UNINTERRUPTED. SECURE, ERROR FREE, WITHOUT DEGRADATION OF VOICE QUALITY OR WITHOUT LOSS OF CONTENT, DATA OR INFORMATION, OR THAT ANY MINIMUM TRANSMISSION SPEED IS GUARANTEED AT ANY TIME. EXCEPT AS SET FORTH IN THE SERVICE AGREEMENT, SPECTRUM DOES NOT WARRANT THAT ANY SERVICE OR EQUIPMENT PROVIDED BY SPECTRUM WILL PERFORM AT A PARTICULAR SPEED, BANDWIDTH OR THROUGHPUT RATE. IN ADDITION, CUSTOMER ACKNOWLEDGES AND AGREES THAT TRANSMISSIONS OVER THE SERVICE MAY NOT BE SECURE. Commercial Bulk Services Agreement v.161213 CONFIDENTIAL Page 6 of 31 02016 Charter Communications. All Rights Reserved. Lynne P. Bell E -signed 2017-12-07 11:02PM PST lynne.bell@charter.com Document Integrity Verified Mho Siem Tr..ca.. 25D-12 CUSTOMER FURTHER .ACKNOWLEDGES AND AGREES THAT ANY DATA, MATERIAL OR TRAFFIC OF ANY KIND WHATSOEVER CARRIED, UPLOADED, DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT CUSTOMER'S OWN DISCRETION AND RISK AND THAT CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER'S OR ANY END USER'S CPE (WHETHER COMPUTER SYSTEM OR OTHER EQUIPMENT) OR LOSS OF SUCH DATA, MATERIAL OR TRAFFIC DURING, OR RESULTING FROM, CUSTOMER'S OR ANY END USER'S USE OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, VIA SENDING OR RECEIVING, UPLOADING OR DOWNLOADING, OR OTHER TRANSMISSION OF SUCH DATA, MATERIAL OR TRAFFIC.. IN ADDITION, CUSTOMER ACKNOWLEDGES AND AGREES THAT SPECTRUM'S THIRD PARTY SERVICE PROVIDERS DO NOT MAKE ANY WARRANTIES TO CUSTOMER UNDER THIS SERVICE AGREEMENT, AND SPECTRUM DOES NOT MAKE ANY WARRANTIES ON BEHALF OF SUCH SERVICE PROVIDERS UNDER THIS SERVICE AGREEMENT, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON -INFRINGEMENT, TITLE, FITNESS FORA PARTICULAR PURPOSE, SYSTEM INTEGRATION, DATA ACCURACY OR QUIET ENJOYMENT. (b) Limited Warranty. At all limes during the Service Period, Spectrum warrants that it will usecommercially reasonable efforts In keeping with industry standards to cause the Services to oe available to Customer. THE FOREGOING LIMITED WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL EXPRESS AND IMPLIED WARRANTIES WHATSOEVER. WITHOUT LIMITING ANY EXPRESS PROVISIONS OF THIS SERVICE AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL RELIANCE OR PUNITIVE DAMAGES (INCLUDING LOST BUSINESS, REVENUE, PROFITS, OR GOODWILL) ARISING IN CONNECTION WITH THIS SERVICE AGREEMENT OR THE PROVISION OF SERVICES, INCLUDING ANY SERVICE IMPLEMENTATION DELAYS AND/OR FAILURES, UNDER ANY THEORY OF TORT, CONTRACT, WARRANTY, STRICT LIABILITY OR NEGLIGENCE, EVEN IF THE PARTY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO ANY OF CUSTOMER'S PAYMENT OR INDEMNIFICATION OBLIGATIONS UNDER THIS SERVICE AGREEMENT. SPECTRUM'S MAXIMUM LIABILITY TO CUSTOMER WITH REGARD TO ANY SERVICE SHALL NOT EXCEED THE AMOUNT, EXCLUDING OTCS, PAID OR PAYABLE BY CUSTOMER TO SPECTRUM FOR THE APPLICABLE SERVICE IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS APPLIES TO ALL CAUSES OF ACTIONS AND CLAIMS, INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND OTHER TORTS. SPECTRUM SHALL NOT BE RESPONSIBLE FOR ANY LOSSES OR DAMAGES ARISING AS A RESULT OF THE UNAVAILABILITY OF THE SERVICE, INCLUDING THE INABILITY TO REACH 911 OR ANY OTHER EMERGENCY SERVICES, THE INABILITY TO CONTACT A SECURITY SYSTEM OR REMOTE MEDICAL OR OTHER MONITORING SERVICE PROVIDER OR ANY FAILURE OR FAULT RELATING TO CUSTOMER -PROVIDED EQUIPMENT, FACILITIES OR SERVICES. Any warranty claim by Customer must be made within 90 days after the applicable Services have been performed. Spectrum's sole obligation and Customers sole remedy, with respect to any breach of the limited warranty set forth herein, shall be a prorated refund of the fees paid by Customer based on the period of time when the Services are out of compliance with this limited warranty provision. (c) Content. Any content that Customer may access or transmit through any Service is provided by Independent content providers, over which Spectrum does not exercise and disclaims any control. Spectrum neither previews content nor exercises editorial control; does not endorseany opinions or Information accessed through any Service; and assumes no responsibility for content. Spectrum specifically disclaims any responsibility for the accuracy or quality of the information obtained using the Service. Such content or programs may Include programs or content of an infringing, abusive, profane or sexually offensive nature. Customer and Its authorized users accessing other parties'- content through Customers facilities do so at Customers own risk and Spectrum assumes no liability whatsoever for any claims, losses, actions, damages, suits or proceedings arising out of or otherwise relating to such content. (d) Damage. Loss or Destruction of Software Files and/or Data. Customer uses the Services and Equipment supplied by Spectrum at Its sole risk. Spectrum does not manufacture the Equipment, and the Services and Equipment are provided on an 'as is, with all faults basis' without warranties of any kind. Spectrum assumes no responsibility whatsoever for any damage to or loss or destruction of any of Customers hardware, software, files, data or peripherals which may result from Customers use of any Service. Spectrum does not warrant that data or files sent by or to Customer will be transmitted in uncorrupted form or within a reasonable period of time. (e) Unauthorized Access. If Customer chooses to run or offer access to applications from Its equipment that permits. others to gain access through the Network, Customer -must take, appropriate security measures. Failing to do so may rause Immediate Termination of Customer's Service by Spectrum without liability for Spectrum. Spectrum is not responsible for and assumes no. liability for any damages resulting from the use of such applications, and Customer shall defend, hold harmless, and Indemnify the Spectrum Indemnified Parties (defined hereafter) from and against any claims, losses, or damages, arising from such use. Spectrum Is not responsible and assumes no liability for losses, claims, damages, expenses, liability, or costs resulting from otters accessing Customer's computers, Its internal network and/or the Network through Customers equipment. (f) .Force Maleure Event. Neither Party shall be liable to the other for any delay, Inconvenience, loss, liability or damage resulting from any failure or Interruption of Services, directly or Indirectly caused by circumstances beyond such Party's control, including, Commercial Bulk Services Agreement v.161213 CONFIDENTIAL Page 9 of 31 02016 Charter Communications. All Rights Reserved. Lynne P. Bell E -signed 2017-12-0711:02PM PST lynne.bell@charter.com ., Document Integrity Verified Adobe 25D-13 but not limited to denial of use of poles or other facilities of a utility company, labor disputes, acts of war or terrorism, criminal, Illegal or unlawfulacts, natural causes, mechanical or power failures, or any order, law or ordinance in any way restricting the operation of the Services. Changes in economic, business or competitive conditions shall not be considered a Force Majeure Event. 21. INDEMNIFICATION. In addition to Its specific Indemnification responsibilities set forth elsewhere In this Service Agreement and as permissible under applicable law, Customer at its own expense, shall indemnify, defend and hold harmless Spectrum and Its parents, directors, employees, representatives, officers and agents, (the 'Indemnified Parties') against any and all claims, liabilities, lawsuits, damages, losses, judgments, costs, fees and expenses Incurred by Spectrum Indemnified Parties, including reasonable attorney fees and court costs incurred by Spectrum Indemnified Parties under this Service Agreement, to the full extent that such arise from: (a) Customers misrepresentation with regard to or noncompliance with the terms of this Service Agreement and any or all Service Orders, (b) Customers failure to comply with any applicable law, order, rule, regulation or ordinance, (c) Customers negligence or willful misconduct, and/or (d) any fees, fines or penalties Incurred by Spectrum as a result of Customers violation of the 100% Rule as set forth in any Attachment(s). Spectrum Indemnified Parties shall have the right but not the obligation to participate in the defense of the claim_ at Customers cost and Customer shall cooperate with Spectrum Indemnified Parties in such case. 22. TITLE. Title to the Equipment shall remain with Spectrum during the applicable Service Period. Customer shall keep that portion of the Equipment located on Customer premises Bee and clear of all liens, encumbrances and security Interests. Upon termination of Service or expiration of a Service Orders Service Period for a specific site, Spectrum shall have the right to remove all Equipment components and/or leave any of such components in place, assigning title and Interest In such components to Customer, it being understood that no further notice or action is required to accomplish the assignment contemplated hereunder. Spectrum shall have the right to remove the Equipment and all components within 60 days after such termination. 23. COMPLIANCE WITH LAWS. Customer shall not use or permit Its End Users or other third parties to use the Services In any manner that violates applicable law or causes Spectrum to violate applicable law. Both parties shall comply with all applicable laws and regulations when Carrying out their respective duties hereunder. 24. ARBITRATION. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, EXCEPT FOR CLAIMS FOR INJUNCTIVE RELIEF, AS DESCRIBED BELOW, ANY PAST, PRESENT, OR FUTURE CONTROVERSY OR CLAIM ARISING OUT OF OR RELATED TO THIS SERVICE AGREEMENT, INCLUDING WITHOUT LIMITATION THE ARBITRABILITY OF THE CONTROVERSY OR CLAIM, SHALL BE RESOLVED BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION UNDER ITS COMMERCIAL ARBITRATION RULES, INCLUDING, IF APPLICABLE, THE SUPPLEMENTARY PROCEDURES FOR THE RESOLUTION OF CONSUMER RELATED DISPUTES. CONSOLIDATED OR CLASS ACTION ARBITRATIONS SHALL NOT BE PERMITTED. THE ARBITRATOR OF ANY DISPUTE OR CLAIM BROUGHT UNDER OR IN CONNECTION WITH THIS SERVICE AGREEMENT SHALL NOT HAVE THE POWER TO AWARD INJUNCTIVE RELIEF; INJUNCTIVE RELIEF MAY BE SOUGHT SOLELY IN AN APPROPRIATE COURT OF LAW. NO CLAIM SUBJECT TO ARBITRATION UNDER THIS SERVICE AGREEMENT MAY BE COMBINED WITH A CLAIM SUBJECT TO RESOLUTION BEFORE A COURT OF LAW. THE ARBITRABILITY OF DISPUTES SHALL BE DETERMINED BY THE ARBITRATOR. JUDGMENT UPON AN AWARD MAY BE ENTERED IN ANY COURT HAVING COMPETENT JURISDICTION. IF ANY PORTION OF THIS SECTION IS HELD TO BE UNENFORCEABLE, THE REMAINDER SHALL CONTINUE TO BE ENFORCEABLE. 25. PROPRIETARY RIGHTS AND CONFIDENTIALITY. (a) Spectrum's Proprietary Rights. All materials including, but not limited to, any Spectrum Equipment (including related firmware), software, data and information provided by Spectrum, any Identifiers or passwords used to access the Service or otherwise provided by Spectrum, and any know-how, methodologies or processes Including, but not limited to, all copyrights, trademarks, patents, trade secrets, any other proprietary rights Inherent therein and appurtenant thereto, used by Spectrum to provide the Service (collectively "Spectrum Materials") shall remain the sole and exclusive property of Spectrum or its: suppliers. Customer shall acquire no interest in the Spectrum Materials by virtue of the payments provided for herein other than the limited non- exclusive and non -transferable license to use the Spectrum Materials solely for Customer's use of the Service. Customer may not disassemble, decompile, reverse engineer, reproduce, modify or distribute the Spectrum Materials, In whole or in part, or use them for the benefit of any third party. All rights in.the Spectrum Materials not expressly granted to Customer herein are reserved to Spectrum. Customer shall not open, alter, misuse, tamper with or remove the Equipment or Spectrum Materials as and where Installed by Spectrum, and shall not remove any markings or labels from the Equipment or Spectrum Materials Indicating Spectrum (or Its suppliers) ownership or serial numbers. (b) .Confidentiality. Customer agrees to maintain in confidence, and not to disclose to third parties or use, except for such use as is expressly permitted herein, the Spectrum Materials and any other Information and materials provided by Spectrum in connection with this Service Agreement, Including but not limited to the content of this Service Agreement that are identified or marked as confidential or are otherwise reasonably understood to be confidential; Including but not limited to the contents of this service Agreement and any service Order(s), except as Customer Is required to disclose the Spectrum Materials by applicable law, Including without limitation the California Public Records Act. (c) Software If software is provided to Customer hereunder ('Software J. Spectrum grants Customer a limited, non-exclusive and non -transferable license to use such Software, it object code form only, for the sole and limited purpose of using the Service for Commercial Bulk Services Agreement v.161213 CONFIDENTIAL Page 10 of 31 02016 Charter Communications. All Rights Reserved. Lynne P. Bell E -signed 2017-12-0711:02PM PST tyn ne, bel I@ch a rter,com 25D-14 Customers Internal business purposes during the Tenn. Customer agrees not to reverse engineer; decompile, disassemble, translate, or attempt to learn the source code of any Software related to the Services. 26. PRIVACY. Spectrum treats private communications on or through Its Network or using any Service as confidential and does not 'access, use or disclose the contents of private communications, except In limited circumstances and as permitted by law. Spectrum also maintains a Privacy Policy with respect to the Services in order toprotect the privacy of its customers. The Privacy Policy may be w found on Spectrum's website at ww.business.spectrum.com. The Privacy Policy may be updated or modified from time -lo -time by Spectrum, with or without notice to Customer. Customers privacy interests, including Customers ability to limit disclosure of certain information to third parties, may be addressed by, among other laws, the Federal Telecommunications Act (the "Telecommunications Act"), the Federal Cable Communications Act (the "Cable Acf), the Electronic Communications Privacy Act, and, to the extent applicable, state laws and regulations. Customer proprietary network Information and personally identifiable Information that may be collected, used or -disclosed in accordance with applicable laws Is described In an Attachment, the Privacy Policy, and, if applicable, in Spectrum's tariff, which are incorporated Into, and made a part of, this Service Agreement by this reference. In addition to the foregoing, Customer hereby acknowledges and agrees that Spectrum may disclose Customers and Its employees' personally Identifiable Information as required by law or regulation, or the American Registry for Internet Numbers ('AKIN") or any similar agency, or in accordance with the Privacy Policy or, if applicable, tariff(s). In addition,. Spectrum shall have the right (except where prohibited by law), .but not the obligation, to disclose any information to protect Its rights, property and/or operations, or where circumstances suggestthat Individual or public safety Is in peril. 27. NOTICES. Any notices to be given under this Service Agreement shall be validly given or served only if In writing and sent by nationally recognized overnight delivery service or certified mail, return receipt requested, to the following addresses: If to Spectrum: Charter Communications ATTN: Commercial Contracts Management Dept: Corporate - Legal Operations 12405 Powerscourt Drive St. Louis. MO 63131 Notices to Customer shall be sent to the Customer billing address. Each Party may change its respective address(es) for legal notice by providing notice to the other Party. 28. MISCELLANEOUS. (a) Entire Agreement: Signatures. This Service Agreement Including without limitation all Attachments, incorporated documents and any, related, executed Service Order(s) constitute the entire agreement and understanding between the Parties with respect to the Services, Network and Equipment. This Service Agreement supersedes all prior understandings, promises and undertakings, if any,.made orally or In writing by or on behalf of the Parties with respect to the subject matter of this Service Agreement. This Service Agreement may be executed In one or more counterparts, each of which Is an original, but together constituting one and the same instrument. Execution of a facsimile or other electronic copy will have the same force and effect as execution of an original, and a facsimile or electronic signature will be deemed an original and valid signature. (b) Order of Precedence. Each Service shall be provisioned pursuant to the terms and conditions of this Service Agreement. In the event that Spectrum permits Customer to use its own standard purchase order form to order the Service_, the parties hereby acknowledge and agree that the terns and conditions hereof shall prevail notwithstanding any variance with the terms and conditions of any purchase order submitted by Customer, and any different or,additional terms contained in such purchase order shall have no force or effect. To the extent that the terms of any Attachment or Order are inconsistent with the terms of this Service Agreement, the terms of this Service Agreement shall control. (c) No Amendments. Supplements or Chances. Except for pricing terms as set forth in this Service Agreement, this Service Agreement and the associated executed Service Order(s) may not be amended, supplemented or changed without both Parties'' prior written consent. (d) No Assignment or Transfer. The Parties may not assign or transfer (directly or indirectly by any means, by operation of law or otherwise) this Service Agreement and the associated Service Order(s), or their rights or obligations hereunder to any other entity without first obtaining written consent from the other Party, which consent shall not be unreasonably withheld; ProAded, however, that without Customers consent, Spectrum may assign this Service Agreement and the associated executed Service Order(s) to affiliates controlling, controlled by or under common control with Spectrum, or to its successor -in -Interest if Spectrum sells some or all of the underlying communications system(s). (e) Severability. If any term, covenant, condition or portion of this Service Agreement or any related, executed Service Order(s) shall, to any extent, be Invalid or unenforceable, the remainder of this Service Agreement or any related, executed Service Order(s) shall not be.affected and each remaining term, covenant or condition shall be valid and enforceable to the fullest extent permitted by law. (f) Governing Law. The law of the state in which the Services are provided (excluding Its conflicts of law provisions) shall govern the construction, interpretation, and performance of this Service Agreement, (A) except to the extent superseded by federal law or (B) Commercial Bulk Services Agreementy.161213 CONFIDENTIAL Page 11 of 31 02016 Charter Communications. All Rights Reserved. Lynne P. Bell E -signed 2017-12.0711:02PM PST lynne.bell@charter.com r ; —Z Document integrity Verified Adabe Sign 25D-15 In the event the Services are provided in multiple states, the law of the State of New York shall govern. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN ANY AND ALL CONTROVERSIES OR CLAIMS ARISING OUT OF OR RELATING TO THIS SERVICE AGREEMENT, ITS NEGOTIATION,.. ENFORCEABILITY OR VALIDITY, OR THE PERFORMANCE OR BREACH THEREOF OR THE RELATIONSHIPS ESTABLISHED HEREUNDER, CUSTOMER AND SPECTRUM EACH HEREBY WAIVES ITS RIGHT, IF ANY, TO TRIAL BY JURY. (g) Joint Preparation. Both parties had the opportunity to review and participate in the negotiation of the terms of this Service Agreement and the Service Order(s) and, accordingly, no court construing this Service Agreement and any Service Order(s) shall construe it more stringently against one Party than against the other. (h) Lo Third Party Beneficiaries. The terms of this Service Agreement and the parties' respective performance of obligations as described are not intended to benefit any person or entity not a Party to this Service Agreement, and the consideration provided by each Party hereunder only runs to the respective parties her and that no person or entity not -a Party to this Service Agreement shall have any rights hereunder nor the rightto require performance of obligations by either of the parties hereto. (I) Waiver. Except as otherwise provided herein, the failure of Spectrum to enforce any provision of this Service Agreement shall not constitute or be construed as a waiver ofsuch'provision or of the right to enforce such provision. 0) Remedies Cumulative and Nonexclusive. Unless stated otherwise herein, all rights and remedies of the Parties under this Service Agreement shall be cumulative, nonexclusive and in addition to, but not In lieu of, any other rights or remedies available to the Parties whether provided by law, in equity, by statute or otherwise. The exercise of any right or remedy does not preclude the' exercise of any other rights or remedies. - (k) Exhibit A. As a point of clarification, Exhibit A attached hereto contains the current Services of Customer Commercial Bulk Services Agreement v.161213 CONFIDENTIAL Page 12 of 31 02016 Charter Communications. All Rights Reserved. Lynne P. Bell E -signed 2017-12-0711:02PM PST lynne.bell@charteccom i 25D-16 Attachment A Spectrum Cable TV Service ("Cable TV Service") Cable TV Service: These terms shall apply, in addition to the Commercial Terms of Service and the respective Service Order (if applicable) (collectively, the "Service Agreement"), if Customer elects to receive Cable TV Service. Continued use or reception of the Cable TV Services is subject to this Service Agreement. Cable TV Service Includes basic, expanded basic/cable programming services, and digital cable services. Music Choices shall also be considered a part of the Cable TV Service. 1. Must c Rights Fees, Customer Is responsible for and. must secure any music rights and/or pay applicable fees required by the American Society of Composers, Authors & Publishers (ASCAP), Broadcast Music, Inc. (BMI) and SESAC, Inc. (SESAC) or their respective successors, and any other entity, person or governmental authority from which a license is necessary or appropriate relating to Customers. transmission, retransmission, communication, distribution, performance or other use of the Services. 2. Premium and Pav-Per-View. Customer may not: (i) exhibit any premium Services such as HBO or Showiline in any public of common area; (ii) order or request Pay -Per -View (PPV) programming for receipt, exhibition or taping in a commercial establishment or (iii) exhibit nor assist in the exhibition of PPV -programming in a commercial establishment unless explicitly authorized to do so by agreement with an authorized program provider and subject to Spectrum's prior written consent 3. HD Formatted Programming. If Customer has selected High Definition ("HD") formatted programming; Customer is responsible for provision, Installation and maintenance of the receiving equipment and/or facilities necessary for Its reception and display. Any failure of Customer to fulfill the foregoing obligation shall not relieve Customer of Its obligation to pay the applicable MRCS or OTCs for HD formatted programming. In the event that changesin technology require the use of specialized equipment to continue to receive Cable TV Services, Spectrum shall provide such Equipment, and Customer shall pay for -such Equipment at the same rate charged by Spectrum to commercial customers in the service. area in which Customers property receiving the Cable TV Service is located. 4. Provision of Service. Without notice, Spectrum may preempt, rearrange, delete;add; discontinue, modify or otherwise change'sny or all of the advertised programming comprising, packaging of, line-up applicable to, and/or distribution of its Cable TV Services. 5. Restrictions. Customer shall not and shall not authorize or permit any other person to (i) copy,. record, dub, duplicate, alter, make or manufacture any recordings or other reproductions of the Cable TV Services (or any part thereof);: or (it) transmit the Cable TV Services by any television or radio broadcast or by any other means or use the Cable TV Services outside the Service location. Customer acknowledges that such duplication, reproductlon or transmission may subject Customer to criminal penalties and/or civil liability and damages under applicable copyright and/or trademark laws. With respect to the music programming -composing a portion of the Cable TV Services, Customer shall not, and shall not authorize or permit any other person to, do any of the following unless Customer has obtained a then -current music license permitting such activity: (I) charge a cover charge or admission fee to any Service Location(s) at the time the Cable TV Services are. being performed or are to be performed; (ii) permit dancing, skating or other similar forms of entertainment or physical activity in conjunction with the performance of the Cable TV Services; or (iii) Insert any commercialannouncementsInto the Cable TV Services or -interrupt any performance of the Cable TV Services for the making of any commercial announcements. 6. Audit. Customer shall permit Spectrum to conduct audits at periodic Intervals as needed to ascertain, among other things,the number of television sets receiving the Cable TV Service. In the event that any Spectrum audit reveals that Customers usage of the Cable TV Service exceeds Customers rights under the Service Agreement and without abrogating or otherwise affecting Spectrum's right to consider such activity a breach of the. Services Agreement, Customer shall pay Spectrum an amount equal to one and a half times the MRCS that would have been due.for such excessive usage as liquidated damages and not as a penalty. In. addition, Customer shall either discontinue any excess usage or thereafter continue to pay the applicable MRCS for such additional usage. 7. Noninterference. Customer shall not Interfere with,alter or substitute any of the programs, Information or content offered as part of the Cable TV Service, which are transmitted over any of the channels provided hereunder without the poor written consent of Spectrum. 8. Charges. Without limiting the terms set forth elsewhere In. the Service Agreement, the MRCs set forth in a Service Order for Cable TV Service do not include applicable taxes, regulatory fees, franchise fees or public access fees. Without limiting the terms set forth elsewhere in the Services Agreement, the MRCS for the Cable TV Service are subject to change in accordance with commercial Cable TV rate -Increases applied to - commercial customers. Commercial Bulk Services Agreement v.161213 CONFIDENTIAL Page 13 of 31 02016 Charter Communications. All Rlghls'Reserved. Lynne P. Bell E -signed 2017-12-0711:02PM PST lynne.bell@charter.com Integrity Verified 25D-17 Adobe Sign Transaction,. Attachment B Spectrum Phone Service and PRI/SIP Trunk Service (collectively, "Voice Service") These terms shall apply, in addition to the Commercial Terms of Service and the respective Service Order (if applicable) (collectively, the "Service Agreement'), if Customer elects to receive Voice Service. Continued use or reception of the Voice Service(s) is subject to the Service Agreement. Voice Service includes Spectrum Phone Service and PRI/SIP Trunk Service. Spectrum Voice Service is additionally governed by the terms and conditions contained In any applicable Service, Price and Terms Gulde and any applicable tariff. The Spectrum Voice Service Tariff(s) and Service, Price and Terms Guideare located at Spectrum's website, httWI/www.charter.comNisitoM/Pollcies.aspx?Policv=g (or any successor URL). In the event of a conflict between any applicable Spectrum Voice Service Tariff(s) or Service,. Price and Terms Guide and this Service Agreement,. the Tariff and/or Guide shelf control. Customer's continuous use of Spectrum Voice Service(s) after Spectrum's Implementation of any change(s) to such Tariff(s) and/or Guide, or Commercial Terns of Service, which may change from time to time, shall reflect Customer's agreement thereto. Customer shall have the right to terminate the Spectrum Voice Service in the event Customer objects to any material change to the applicable Tadff(s) and/or Guide that adversely affects Customer's rights under this Service Agreement by providing Spectrum with written notice within sixty (60) days of such change and provided that Customer pays any unpaid or previously waived one-time charges and any applicable early termination charges. Service Types: 1. Spectrum Phone Service: If Customer selects to receive Spectrum Phone Service„ Customer will receive voice service consisting of one or more lines or connections and a variety of features, as described more fully in the applicable Service Order. 2. Spectrum SIP Trunk Service: If Customer selects to receive the Spectrum SIP Trunk Service, Customer will receive voice and call processing services via eight or more concurrent call paths using a Session Initiation Protocol ("SIP") connection to the Customer's private branch exchange (Including any hon -Spectrum switch, collectively, "PBX") or'other equipment, facilities and/or services ("Customer -provided equipment" or "CPE'), and a 'variety of features, as described more fully In the applicable Service Order. 3, Spectrum PRI Service: If Customer selects to receive Spectrum PRI Service, Customer will receive voice and call processing services via a full (23B+1D channel) or fractional (1213+113 channel) Primary Rate Interface ("PRI") connection to Customer's PBX or other CPE, and a variety of features, as described more fully in theapplicableService Order. As a Spectrum SIP Trunk Service or Spectrum PRI Service customer,** Customer will receive: Failover routing for business continuity: automatically reroutes all incoming calls to a pre -determined phone number In the event of a service outage, PBX outage, or power outage affecting inbound call processing. In addition, as a Spectrum SIP Trunk Service or Spectrum PRI Service customer," Customer may select to receive the following Service options, if available at Customer's Service Location. Call overflow for business continuity: automatically reroutes all inbound calls to a pre -determined phone number when all channels are in use. Custom Caller ID for Trunks: permits Customer to define the telephone number that Spectrum makes available to call recipients for Caller ID purposes. Customer Use: Customer's use of the Voice Service is subject to the following additional terms and conditions: 1. 911 Services: a. Customer acknowledges that the voice -enabled cable modem used to provide Spectrum Phone Service and the Integrated Access Device ("IAD") used to provide Spectrum PRI Service or Spectrum SIP Trunk Service are electrically powered and that Voice Service, Including the ability to access 91,1 services and alarm, security, medical and other monitoring services, may not operate In the event of an electrical power outage or'a Spectrum network service interruption. Customer also acknowledges that. In the event of a power outage at Customer or any End User's facility, any back-up power supply provided with a Spectrum -provided voice -enabled cable modem or IAD may enable service for a limited period of time or not at all, depending on the circumstances, and that the use of a back-up power supply does not ensure that Voice Service will be available in all circumstances. Customer shall specifically advise every end Charter Communications, Inc. CONFIDENTIAL Page 14 of 31 Lynne P. Bell E -signed 2017-12-0711:02PM PST lynne.bell@charter.com i Document Integrity Verified 25D-18 user of Voice Service that Spectrum voice -enabled customer premises equipment is electrically powered and, In the event of a power outage or Spectrum network failure, Voice Service and 911 may not be available. Customer shall distribute to all end users of Voice Service labels/stickers (to be supplied by Spectrum) and Instruct all and users of Voice Service to place them on our near the. equipment used In conjunction with Voice Service. The location and address associated with Voice Service will be the address identified on the Service Order (the "Service Location"). - b. Customer is not permitted to move Spectrum Equipment from the Service Location in which It has been Installed. If Customer moves the voice -enabled cable modem or IAD to an address other than the Service Location Identified on the Service Order, calls from the modem or IAD to 911 will appear to 911 emergency service operators to be coming from the Service Location Identified on the Service Order and not the new address. Customer shall be solely responsible. for directing emergency personnel at the customer premises at each Service Location. c. In some geographic areas, Voice Service does not provide the capability to .support Enhanced 911 service from multiple locations or from a location other than the Service Location. In those areas,. if Customer Intends to assign telephone numbers to one or more locations other than the Service Location, Customershall obtain from the Incumbent LEC, a competitive LEC, or Spectrum a local telephonelineor lines and ensure that (1) the address(es) associated with the additional location(s) are loaded Into the 911 database by the provider of the local telephone line(s) such that 911 calls will deliver to the 911 answering point the actual location and address of the 911 caller and (2) all 911 calls originated from the additional location(s) are transported and delivered over those local telephone lines. IN SUCH AREAS, CUSTOMER FURTHER., AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS SPECTRUM, ITS AFFILIATES, ITS SERVICE PROVIDERS AND SUPPLIERS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, FROM AND AGAINST THIRD PARTY CLAIMS, LIABILITIES, DAMAGES AND EXPENSES, INCLUDING REASONABLE ATTORNEYS' AND OTHER PROFESSIONALS' FEES, ARISING OUT OF OR RELATING TO 911 CALLS MADE BY END USERS OF THE VOICE SERVICE FROM LOCATIONS OTHER THAN THE SERVICE LOCATION. d. Customer will be notified by Spectrum as to whether the Voice Service to which Customer subscribes includes the capability to support Enhanced 911 service from multiple locations or from a location other than the Service Location. Customer agrees that Spectrum will not be responsible for any losses or damages arising as a result of the unavailability of Voice Service, including the inability to reach 911 or other emergency servioes,'the Inability to contact a security system or remote medical or other monitoring service provider or any failure orfaultrelating to Customer - provided equipment, facilities or services, the use of third -party enterprise 911 solutions, or Customer's attempt to access Voice Service from,a remote location. e. By purchasing the Services, Customer certifies that Customer shall not use the Services, or allow the Services to be used: i) to provide 911 or E911 services; 11) route 911 or E911 traffic to any public safety answering point, statewide default answering point, or appropriate local emergency authority or emergency responders;, or Iii) for any Automatic Location Information services related to E911. In addition, Customer shall not use the Services, or allow the Service to be used, in a manner that would cause, or be likely to cause, Spectrum to qualify as a "Covered Service Provider' as defined In 47 C.F.R. §12.4 or any successor rules of the Federal Communication Commission ('FCC'). Any breach of this provision shall constitute a material breach of this Agreement and Spectrum shall have the Immediate right, without notice or penalty, to Terminate this Agreement or, in Spectrum's acts discretion, suspend Services to Customer. 2. Customer Caller -ID: If Customer activates Custom Caller ID for Trunks, which permits a customer to define the telephone number that Spectrum makes available to call recipients for Caller ID purposes, the telephone number chosen must be active and assigned to Customer. Custom Caller ID for Trunks may be used only where Customer employs a customer premises equipment solution that ensures that 911 and other emergency calls placed by an end user are routed to an appropriate public safety answering point or other responding agency based on the caller's locatlon,'In a manner consistent with applicable law. If Customer activates the Customer Caller ID feature, they must configure their PBX, to out -pulse a telephone number that is active in their Spectrum account and accurately Identifies the service location address for all outbound emergency 911 calls to be handled by that PBX. By activating Custom Caller ID for Trunks, Customer represents and warrants that it employs such a customer premises equipment solution and agrees to continue using such a solution until Customer discontinues its use of Custom Caller ID for Trunks. Telemarketers or other entities using Custom Caller ID for Trunks must comply with applicable federal and state laws, including obligations requiring Identification of: (1) the lelemarketer or the party on whose behalf the telemarketing call is made and (ii) the calling party's number ("CPN"), automatic number identillwtion ('ANI"), or customer service number of the party on whose behalf the telemarketing call is made. The use of substitute or fictitious CPN. ANI, or other calling party Information is prohibited. Custom Caller ID :for Trunks may not be used by any person or entity In connection with any unlawful purpose: 3. Monitoring/Alarm Systems: Customer acknowledges that Spectrum does not guarantee that Voice Servicewill operate with alarm, security, medical and/or other monitoring systems and services or Customer -provided equipment, facilities and services ('Alarm Services"). Customer must ensure that all Alarm Services and related signal transmission services are tested tovalidatethat they remain fully operational after installation of Voice Service. Customer is solely responsible for obtaining such testing from the appropriate Alarm Service providers, ensuring that such testing is completed in a timely Commercial Bulk Services Agreement v.161213 CONFIDENTIAL Page 15 of 31 02016 Charter Communications. All Rlghts.Reserved. Lynne P. Bell E -signed 2017-12-0711:02PM PST_ lynne.bell@charter.com s =i Alob< 25D-19 manner, and confirming that the Alarm Services and any related Customer -provided equipment, facilities and systems that are connected to Voice. Service operate properly. Customer is solely responsible for any and all costs associated with this activity. 4. Customer Equipment: Spectrum's obligation is to provide Voice Service to the customer -accessible Interface device or equipment installed by Spectrum at the Spectrum network demarcation point on the Customer's premises. Customer Is solely responsible for coordinating and completing any and all rearrangement, augmentation and configuration of Customer -provided equipment, facilities and .systems to be used with Voice Service and connecting such equipment, facilities and systems to the Spectrum network interface device or equipment. Customer must notify Spectrum at least seventy-two (72) hours prior to Customers scheduled Installation appointment if Customer seeks to reschedule installation for any reason. Additional charges may apply for non-standard Installation and missed installation appointments. 5. Access: Customer agrees to provide Spectrum and Its authorized agents with access to Customer's Internal telephone wiring at the network Interface device or at some other minimum point of entry in order to facilitate the Installation and operation of Voice Service over existing wiring. Customer hereby authorizes Spectrum to make any requests to Customer's landlord, building owner and/or building manager, as appropriate, and to make any requests to other or prior communications service providers, as necessary and appropriate; to ensure that Spectrum has all access to inside wiring and cabling necessary andsufficient to efficiently and securely Install Voice Service and all related equipment. 6. CPNI: Information relating to Customer calling details ('Calling Details"), Including the quantity, configuration, type, destination and amount of Voice Service usage by Customer, and Information contained in Customer's bills (collectively, "Customer Proprietary Network Information" or "CPNI"), that Is obtained by Spectrum pursuant to Its provision of Voice Service will be protected by Spectrum as described herein, in the Privacy Policy and in accordance with applicable federal and state requirements. Notwithstanding the foregoing, the following shall not be CPNI: (i) Customer's directory listing information, and (it) aggregated and/or compiled Information that does not contain customer -specific references, even if CPNI was used as a basis for such information. a. Spectrum may use and disclose Calling Details and CPNI when required by applicable law. Spectrum may use Calling Details and CPNI and share (Including via e-mail) Calling Details and CPNI with its partners and contractors, as well as with Customer's employees and representatives, without Customer consent: (i) to provide services and bills to Customer; (it) pursuant to applicable law; (Iii) to protect the Interests of Spectrum, Customer and related parties in preventing fraud, theft of services, abuse, harassment and misuse of telephone services; (iv) to protect the security and Integrity of Spectrum's network systems; and (v) to market additional Spectrum services to Customer that are of the same category as the services that Customer purchases from Spectrum. b. Spectrum will obtain Customer's consent before using Calling Details or CPNI to market to Customer Spectrum services that are not within the categories of Services that Customer purchases from Spectrum. Customer agrees that, except as provided In the Terms and Conditions and applicable law, Spectrum will not be liable for any losses or damages arising as a result of disclosure of Calling Details and CPNI. c. Spectrum will respond to Customer requests for Customer Catling Details only in compliance with Spectrum's then - current authentication requirements and applicable law. Such authentication requirements may require Customer to obtain a secure password, which may be required for both online and telephone requests for Calling Details. Spectrum will notify Customer of any requests to change account passwords, activate online account access and change Customer's account address of record. Spectrum may provide such notice byvoicemall, by email or by regular mail to Customer's prior account address of record. d. Customer may identify a person or persons who are authorized to request Calling Details by executing an Agency Letter provided by Spectrum upon request, at Customer's option. Customer Is responsible for: (i) ensuring that Spectrum receives timely notice of any changes to the list of authorized individuals subject to the Agency Letter. Spectrum will not be liable to Customer for any disclosure of Calling Details (including CPNI) that occurs if Spectrum has complied with the Agency Letter. 7. Directory Listings: In the event that a material error or omission in Customer's directory listing Information, regardless of form, is caused by Spectrum, Customer's sole and exclusive remedy shall be a partial service credit in an amount set by Spectrum's then -current standard policies or as prescribed by applicable regulatory requirements, If any. Notwithstanding the foregoing, Spectrum shall have no other liability for any error or omission in any directory listing Information. _ S. Minute Packages: If a minutes of use ("MOU") package of minutes are exceeded, additional minutes will be charged at the standard domestic long distance rates listed at www.charter.com (or successor URL). 9. Number Porting: Upon submission of a Service Order, Customer may port a telephone number within the rate center for its particular Service Location to Spectrum for use with Spectrum PRI Service or Spectrum SIP Trunk Service. Customer represents and warrants that It has all necessary rights and authority for any porting request, will provide copies of letters of authority authorizing the same upon request, AND SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS SPECTRUM AND ITS AFFILIATES FROM ANY THIRD -PARTY CLAIM RELATED TO OR ARISING OUT OF ANY PORTING REQUEST. Spectrum shall Commercial Bulk Services Agmementv.161213 CONFIDENTIAL Page 16 of 31 02016 Charter Communications. All Rights Reserved. Lynne P. Bell E -signed 2017-12-0711:02PM PST lynne.bell@charter.com { ' I 1 ® " Document Integrity Verified Adob<vgrlmnsacson 25D-20 coordinate telephone number porting with Customer's former local service provider ('FLSPI using the operational process for coordinating telephonenumber porting as prescribed by the appropriate regulatory authority- Spectrum shall port in a telephone number using one of the following agreed upon methods:. a. Spare Equipment Cut. "Spare Equipment Cut" means that Customer will provide sufficientapare Customer equipment,. such as line cards, for connection of Spectrum's Service(s) prior to telephone number porting. Spectrum and Customer shall verify the operational stability of the Servico(s) in advance of. Spectrum Issuing a request to port Customer's telephone numbers from Customer's FLSP to Spectrum's Service. Customer acknowledges and accepts that the porting process Involves the updating of multiple databases, and may result in an outage of Service during such updates. b, Hot Cut — Business Hours. "Hot Cut" means that Customers existing service Is disconnected prior to Customer connecting Customers equipment to Spectrum's Service which, In tum, occurs prior to the scheduled telephone number port change. "Business Hours' means 8:00 AM to.5:00 PM, Monday through Friday, excluding Holidays. Spectrum will use reasonable efforts to resolve any Issues arising during the Hot Cut prior to the execution of the pat change and may cancel the port change at Customers request. Customer acknowledges that a Hol Cut necessarily results In an interruption of Customers telephone service thereby exposing Customer to risks associated with Inabilitytomake or receive telephone calls. Customer accepts all liability for any loss or damage arising out of or related to such aninterruption. c. Hot Cut—After Hours. For purposes of this section, Hot Cut has the same meaning as above. 'After Hours' means any time outside of Business Hours. Spectrum will use reasonable efforts to resolve any Issues arising during the Hot Cut prior to the execution of the port change. At Customers request, Spectrum shall make reasonable efforts to cancel the port request but unavailability of -necessary third party resources may prevent Spectrum from effecting such cancellation. Customer acknowledges that a Hot Cut necessarily results In an interruption of Customers telephone service thereby exposing Customer to risks associated with Inability to make or receive telephone calls. Additionally, Customer acknowledges that Customers choice of an After Hours Hot Cut exposes Customer to the additional risk of an extended outage due to unavailability of necessary third -parry resources to cancer a porting request or resolve a trouble report. Customer accepts all liability for any loss or damage.arising out of or related to such an interruption or outage. Spectrum may receive requests to port atelephone number currently assigned to Customer to a third party service provider. Customer agrees that until such time as the porting,process has been completed and no further traffic for any ported telephone number traverses Spectrum's network. Customer shall remain bound by the terms of the Agreement and this Attachment (Including, without limitation, Customers obligation to pay for any applicable Services) for any and all traffic which remains on any Customer telephone numbers. Notwithstanding the foregoing, Customer shall notify Spectrum at least five (5) business days in advance of Customer requesting more than twenty (20) telephone numbers to be ported from Spectrum to another service provider. 10. Call OverflowlFailover: If a Spectrum PRI Service or -Spectrum SIP Trunk Service customer elects to receive the call overflow or failover Routing option(s), Customer is responsible for turning the applicable option(s) on and setting up or changing the applicable destination number(s) via the Spectrum customer portal, and ensuring that the receiving telephone number(s) has adequate capacity to accept the calls generated as a result of these options. If the receiving telephone number is charged as domestic long distance, charges will be applied against Customer's MOU.package on the account or, If exceeded, at the applicable long distance rates. 11. Dedicated Internet Bundles: If Customer purchases a discounted bundled offering from Spectrum Including a Spectrum SIP Trunk Service or Spectrum PRI Service combined with Spectrum Dedicated Internet Access, Customer must have the voice trunk Installed and billing within four months after the provisioning and tum -up of the bundled data circuit. The monthly recurring charge will revert to the non -bundled rate for the installed service If Customer fails to accept both,Services within this timeframe. For those customers that purchased the Time Warner Cable Business Class PRI Service prior to April 1, 2013, call overflow and Pailoverrouting maybe available on an individual case basis, as determined, by Spectrum. Please contact your Spectrum sales representative for further information. Commercial Bulk Services Agreement v.161213 CONFIDENTIAL. Page 17 of 31 02016 Charter Ccmm inicalions. All Rights Reserved. Lynne P. Bell' E -signed 20IT-12-0711:02PM_PST lynne.betl@chartecmm +Document integrity Verified 25 Attachment C Business Internet Access and Fiber Internet Access (collectively, "Data Services") 1. Internet Access Services. These terms shall apply, in addition to the Commercial Terms of Service and the respective Service Order (if applicable) (collectively, the 'Service Agreement"), if Customer elects to receive one or more of the Services described herein (for purposes of this Attachment, the "Data Servlceal. Continued use or receipt of the Data Services is subject to this ServiceAgreement. Spectrum's provision or any Data Service is subject to availability. Spectrum's Data Services are comprised of the following: a. Business Internet Access ("BIA Service"): BIA Service Is Internet access service Implemented using a hybrid fiber/coax ("HFC") access network. The Customer interface to a able modem is via Ethernet connection. BIA Service enables a variety of asymmetrical upstream and downstream rates. If Customer selects to receive the BIA Service, 'Spectrum shall provide connectivity from the Customer site(s) to the Customer's data network. b. Fiber Internet Access ("FIA Service"): If Customer elects to receive the FIA Service, Spectrum shall provide Customer with a dedicated, scalable connection over a packet -based Infrastructure with Internet service provider ("ISP") peering between Customer's data networkidentified on a Service Order and Spectrum's facilities. 2. Customer Use. Customer's use of the Data Services is subject to the following additional terms and conditions: a. Responsibility: Customer shall (i) maintain certain minimum equipment .and software to receive. the Data Service (see www.business.spectrum.com (or the applicable successor URL) for the current specifications); (ii) ensure that any person who has access to the Data Services through Customer's computer(s), Service Location, facilities or account shall comply with the terms of this Service Agreement, (iii) be .responsible for all charges Incurred and all conduct, whether authorized or unauthorized, caused by use of Customer's computers, service locations, facilities or account using the Data Services. b. Data Service Speeds: Spectrum shall use commercially reasonable efforts to achieve the Internet speed attributable to the Data Services selected by Customer on the Service Order, however, actual Internet speeds may vary. Many factors affect speed including, without limitation, the number of workstations using a single connection. Each ber or level of Data Services has limits on the maximum throughput rate at which Customer may send and receive data at any time and the maximum throughput rate may be achieved in bursts, but generally shall not be sustained on a consistent basis. The throughput rate experienced by Customer at any time shall vary based on numerous factors. Including without limitation, the condition of Customer's inside wiring. Computer configurations, Internet and Spectrum network congestion, time of day and the accessed website servers, among other factors. c. Electronic Addresses: All e-mail addresses, e-mail account names, and IP addresses ("Electronic Addresses") provided by Spectrum are the property of Spectrum. Customer may not alter, modify, sell, lease, assign, encumber or otherwise tamper with the Electronic Addresses. d. Changes of Address: Spectrum may change addressing schemes, Including e-mail and IP addresses. e. No Liability for Risks of Internet Use: The Service, Spectrum's network and the Internet are not secure, and others may access or monitor traffic. f. No Liability for Purchases: Customer shall be solely liable and responsible for all fees or charges for online services, products or information. Spectrum shall have no responsibility to resolve disputes with other vendors. g. Blocking and Filtering: Customer assumes all responsibility for providing and configuring any "firewall" or security measures for use with the Data Service. Except to the extent set forth in the Supplemental Spectrum Business Security Service Section, Spectrum shall not be responsible in any manner for the effectiveness of these blocking and filtering technologies. Spectrum does not warrant that others will be unable to gain access to Customer's computer(s) and/or data even If Customer utilizes blocking and filtering technologies, nor does Spectrum warrant that the data or files will be free from computer viruses or other harmful components. Spectrum has no responsibility and assumes no liability for such acts or occurrences. h. Acceptable Use Policy: Customer shall comply with the terms of Spectrums Acceptable Use Policy ('AUP') found at www.charter.wm (or the applicable. successor URL) and that policy is incorporated by reference into this Service Agreement. Customer represents and warrants that Customer has read the AUP and shall be bound by its terms as they may be amended, revised, replaced, supplemented or otherwise changed from time -to -time by Spectrum with or without notice to Customer. Spectrum may suspend Service Immediately for any violation of the Spectrum AUP. Commercial Bulk Services Agreement v.161213 CONFIDENTIAL Page 18 of 31 ®2016 Charter Communications. All Rights Reserved. Lynne P. Belt E -signed 2017-12-0711:02PM PST lynne.bell@charter.com Document Integrity Verified Adobe Agn Tran.,U.n Number. 25D-22 1. Managed WiFI Services: Managed WiFi Services Include Spectrum owned equipment to establish wireless access points to enable designated users of the Customer's choice to wirelessly access the Data Service. Access to the Data Service:. via. Managed WiFi is subject to all of the.same terms under this Agreement. J. Supplemental Managed Security Service: This subsection shall only apply in the event Spectrum's supplemental Managed 'Security Service has been selected by and is being delivered to Customer. The.Managed Security Service may include software, firmware, and hardware components. Spectrum makes no warranties of any kind (express or Implied) regarding the Managed Security Service and hereby disclaims any and all warranties pertaining thereto (including without. limitation Implied' warranties of title, noninfringement, merchantability, and fitness for a specific purpose). Spectrum does not have title to and is not the manufacturer or supplier of any software, firmware, or hardware components of the Managed Security Service. Customer shall return or destroy all such components provided to Customer upon the'termination of the applicable Service. Order, and In the case of destruction thereof, shall upon request, provide Spectrum with certification that such components have been destroyed. IN NO EVENT SHALL. SPECTRUM BE LIABLE FOR ANY DAMAGES ARISING FROM THE PERFORMANCE, NONPERFORMANCE, OR.USE OF ANY SUPPLEMENTAL SERVICES. Commercial Bulk Services Agreement v.161213 CONFIDENTIAL Page 19 of 31 02016 Charter Communications. All Rights Reserved. Lynne P. Bell E -signed 2017-12-0711:02PM PST lynne.bell@cha rteccorri J1, Integrity Verified naobe shgnnawmon 25D-23 Attachment D Spectrum Data Transport Services: Ethernet Solutions ("Ethernet Service") These terms shall apply, in addition to the Commercial Terms of Service and the respective Service Order (If applicable) (collectively, the "Service Agreement"), If Customer elects to receive Ethernet Service and continued use or reception of the Ethernet Service is subject to the this Agreement. Spectrum will provide Ethernet Services for Customer locations connected over coaxial and/or fiber-optic cable. Connectivity is established between two or more Customer end-points under a unique customer topology. Spectrum will Install the coaxial or fiber-optic cable Into each Customer site as listed in the Service Order(s). Spectrum will also supply an edge device at each site that will be capable of receiving the Service as specified in the Service Order(s). Customer's use of Ethernet Service Is subject to the following additional terms and conditions: 1. Avallabillty: Spectrum's provision of Ethernet Services is subject to availability. 2. Interference: Spectrum shall have the right to disconnect (or demand the immediate disconnection of) any Ethernet Service that degrades any service provided to other subscribers on the Spectrum network. 3. Hand -Off Point: Spectrum will terminate fiber-optic cable on a patch panel or provide a coaxial outlet at an agreed upon minimum point of penetration (MPOP) up to 50 feet within each facility (unless otherwisespecified in the Service Order). If the handoff point of the Ethernet Service at Customers premise exceeds this distance. Customer may be responsible for any additional costs for Internal wiring. 4. Facilities: Customer will make available to Spectrum a building ground connection at each location that meets current electrical codes for the placement of a fiber-optic patch panel and/or coaxial outlet. Unless otherwise specified In the applicable Service Order, it is recommended that Customer provide a separate 20 Amp 110V AC circuit for the edge electronics, which is powered by a UPS system. Customer -supplied routing will be necessary for communication between each Service Location. S. Optical Ethernet EP -Lan: For Optical Ethernet EP -LAN, Spectrum requires Customer to use Layer3 / IP Interfaces and routing on WAN Interfaces as opposed to Laye2. The enhanced risk of total service degradation as a result of broadcast storms or other industry known Laye2 vulnerabilities warrants this requirement. Using Layer3! IP Interfaces requires only a. single MAC. address to be learned on the UNI. 6. Interstate vs. Intrastate. Customers use of Ethernet Services is presumed to be jurisdictionally interstate, pursuant to the Federal Communications Commission's mixed use "10% Rule" (47 C.F. R. 36.154, 4 FCC Red. 1352). It is Customers sole responsibility to notify Spectrum if Customers use of the Service is not jurisdictionally Interstate pursuant to the 10% Rule and, so long as Customers use of the Service remains not jurisdictionally Interstate, Customer must certify at least annually that this condition remains in effect, using the form and format available upon request from Spectrum. If Customer fails to provide such certification or If the Customer's certification is Inaccurate or invalid, Customer shall be liable for any resulting fees, renes, penalties and/or costs Incurred by Spectrum. In addition, if Spectrum determines that Customer's use of the Ethernet Services Is likely to be deemed not to be jurisdictionally Interstate, and therefore that Spectrum's provision of the Ethernet Services is likely to put Spectrum or its licenses,, permits or business at risk, or otherwise cause financial, regulatory or operational, problems for Spectrum, then Spectrum may immediately suspend the provision of any or all Ethernet Service under any or all affected Service Orders until such time as either (a) Customer provides Spectrum with satisfactory assurances that Customers use of Ethernet Services shall be deemed to be jurisdictionally interstate or (b) Customer is otherwise brought Into full compliance with any applicable laws and regulations. 7. Restrictions: By purchasing the Services, Customer certifies that Customer shall not use the Services, or allow the Services to be used: i) to provide 911 or E911 services; II) route 911 or E911 traffic to any public safety answering point, statewide default answering point, or appropriate local emergency authority or emergency responders; or III) for any Automatic Location Information services related to E911. In addition, Customer shall not use the Services, or allow the Service to be used, in a manner that would cause, or be likely to cause, Spectrum to qualify as a "Covered Service Provlder" as, defined in 47 C.F.R. §12.4 or any successor rules of the Federal Communication Commission ("FCC"). Any breach of this provision shall constitute -a material breach of this -Agreement and Spectrum shall have the immediate right, without notice or penalty, to terminate this Agreement or, in Spectrum's sole discretion, suspend Services to Customer. Commercial Bulk Services Agreement v.161213 CONFIDENTIAL Page 20 of 31 02016 Charter Communications. All Rights Reserved. Lynne. P. Bell E -signed 2017-12-0711:02PM PST lynne.bell@chartec.com Document Integrity Verified Adobe signTnnvcUon 25D-24 25D-25 Attachment F Spectrum Hosted Voice, Spectrum Hosted Voice for Hospitality, Spectrum Hosted Call Center, Spectrum Unified Communications (collectively, "Hosted Communications Service") These terms shall apply, in addition to the Commercial Terms of Service and the respective Service Order (if applicable) (collectively, the 'Service Agreement"), if Customer elects to receive Hosted Communications Service and continued use or reception of the Hosted Communications Service Is subject to the this Agreement. 1. Hosted Communications Services: a. Spectrum Hosted Voice: If Customer selects to receive Hosted Voice Service delivered over fiber, Customer will receive a combination of (i) voice service consisting of one or more telephone lines, (it) a variety of features, and (Ili) voice service technical assistance. b. Spectrum Hosted Voice for Hospitality: If Customer selects to receive Hosted Voice for Hospitality Service delivered over fiber or coax, Customer will receive a combination of (I) voice service consisting of one or more telephone lines, (it) a variety of features, and (Iii) voice service technical assistance: Customer may also receive Property Management System integration and other services,. including a variety of features, as described more fully In the applicable Service Order. c. Spectrum Hosted Call Center. If Customer selects to receive Spectrum Hosted Call Center Service,, Customer will receive a combination of (1) voice service consisting of one or more telephone lines, (ii) a variety of features, and (iii) voice service technical assistance, as described more fully in the applicable Service Order. d. Unified Communications: If Customer selects to receive Unified Communications features that are added onto a Spectrum Hosted Voice Service, Customer will receive a combination of (i) instant messaging and presence service, (ii) video calling service, (iii) desktop sharing service, and (Iv) web collaboration service, as described more fully In the applicable Service Order. 2. Customer's Use: Customer's use of Hosted Communications Service issubject to the following additional terms and conditions a. 911 Services: I. Customer acknowledges that the voice -enabled fiber connection or cable modem used to provide Hosted Communications Service are electrically powered and that the Servlce,'including the ability to access 911 services and alarm, security, medical and other monitoring services, may not operate in the event of an electrical power outage or a Spectrum network service interruption. Customer also acknowledges that, In the event of a power outage at Customer or any End User's facility, any back-up power supply provided with a Spectrum -provided voice -enabled fiber connection, cable modem or other hardware used in delivering the Hosted Communications Service may enable service fora limited period of time or not at all, depending on the circumstances, and that the use of a back-up power supply does not ensure that the Hosted Communications Service will be available in all circumstances. Customer shall specifically advise every end user of the Hosted Communications Service that the Spectrum voice -enabled customer premises equipment is electrically powered and, in the event of a power outage or Spectrum network failure, the Hosted Communications Service and 911 may not be available. Customer shall distribute to all end users of the Voice Services labels/stickers (to be supplied by Spectrum) and instruct all end users of the Voice Services to place them on or near the equipment used in conjunction with the Hosted Communications Service. The location and address associated with the Hosted Communications Service will be the address identified on the Service Order (the "Service Location'). II. Customer is not permitted to move Spectrum Equipment from the Service Location In which It has been installed. If Customer moves any of the Spectrum Equipment to an address other than the Service Location Identified on the Service Order, calls from the Equipment to 911 will appear to 911 emergency service operators to be coming from the Service Location identified on the Service Order and not the new address. Customer shall be solely responsible for directing emergency personnel at the customer premises at each Service Location. 111. In some geographic areas, the Hosted Communications Service does not provide the capability to support Enhanced 911 service from multiple locations or from a location other than the Service Location. In those areas, If Customer Intends to assign telephone numbers to one or more locations other than the Service Location, Customer shall obtain from the incumbent LEC, a competitive LEC, or Spectrum a local telephone line or lines and ensure that: (1) the address(es) associated with the additional locatlon(s) are loaded Into the 911 database by the provider of the local telephone line(s) such that 911 calls will deliver to the 911 answering point the actual location and.address of the 911 caller; and (2) all 911 calls originated from the additional location(s) are transported and delivered over those local telephone lines. In such areas, CUSTOMER FURTHER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS SPECTRUM, ITS AFFILIATES, ITS SERVICE PROVIDERS AND SUPPLIERS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, FROM AND AGAINST THIRD PARTY CLAIMS, LIABILITIES, DAMAGES AND EXPENSES, INCLUDING REASONABLE ATTORNEYS' AND OTHER PROFESSIONALS' FEES, ARISING OUT OF OR RELATING TO 911 CALLS MADE BY END USERS OF THE HOSTED COMMUNICATIONS SERVICE FROM LOCATIONS OTHER THAN THE SERVICE LOCATION. Commercial Bulk Services Agreement v.161213 CONFIDENTIAL Page 22 of 11 02016 Charter Communications. All Rights Reserved. Lynne. P. Bell E -signed 2017-12-0711:02PM PST lynne.bell@charter.com 25D-26 Iv. Customer will be notified by Spectrum as to whether the Hosted Communications Service to which Customer subscribes Includes the capability to support Enhanced 911 service from multiple locations or from a location other than the Service Location. Customer agrees that Spectrum will not beresponsible for any losses or damages arising as a result of the unavailability of Hosted Communications Service, including: (1) the .Inability to reach 911 or other emergency services; (2) the inability to contact a security system or remote medical or other monitoring serviceprovider or any failure or fault relating to Customer -provided equipment, facilities or services; or (3) the use of third -party enterprise 911 solutions or Customer's attempt to access Hosted Communications Service from a remote location. V. By purchasing the Services. Customer certifies that Customer shall not use the Services, or allow the Services to be used: 1) to provide 911 or E911 services; ii) route 911 or E911 traffic to any public safety answering point, statewide default answering point, or appropriate local emergency authority or emergency responders; or iii) for any Automatic Location Information services related to E911. In addition, Customer shall not use the Services, or allow the Service to be used, In a manner that would cause, or be likely to rause, Spectrum to qualify as a "Covered Service Provider' as, defined In 47 C.F.R. §12.4 or any successor rules of the Federal Communication Commission ('FCC'). Any breach of this provision shall constitute a material breach of this Agreement and Spectrum shall have the Immediate right, without notice or penalty, to terminate this Agreement or, in Spectrum's sole discretion, suspend Services to Customer. 3. Monitoring/Alarm Systems: Customer acknowledges that Spectrum does not guarantee that Hosted Communications Service will operate with alarm, security, medical and/or other monitoring systems and services or Customer -provided equipment, facilities and sen ices.CAlarn Services). Customer must ensure that all Alarm Services and related signal transmission services are tested to validate that they remain fully operational after installation of the Hosted Communications Service. Customer is solely responsible for obtaining such testing from the appropriate Alarm Service providers, ensuring that such testing is: completed In a timely manner, and confirming that the Alarm Services and any related Customer -provided equipment, facilities and systems that are connected to Hosted Communications Service operate. properly. Customer is solely responsible for any and all costs associated with this activity. 4. Customer Equipment: Spectrum's obligation Is to provide Hosted Communications Service to the customer -accessible Interface device or equipment Installed by Spectrum at the Spectrum network demarcation point on the Customer's premises. Customer Is solely responsible for coordinating and completing any and all rearrangement, augmentation and configuration of Customer - provided equipment, facilities and systems to be used with Hosted Communications Service and connecting. such equipment, facilities and systems to the Spectrum network interface device or equipment. Customer must notify Spectrum at least seventy-two (72) hours prior to Customer's scheduled installation appointment if Customer seeks to reschedule Installation for any reason. Additional charges may apply for non-standard installation and missed Installation appointments. 5. Access: Customer agrees to provide Spectrum and its authorized agents with access to Customer's internal telephone or Local Area Network (LAN) wiring at the network interface device or at some other minimum point of entry in order to facilitate the Installation and operation of Hosted Communications Service over existing wiring. Customer hereby authorizes Spectrum to make any requests to Customer's landlord, building owner and/or building manager, as appropriate, and to make any requests to other or prior communications service providers, as necessary and appropriate, to ensuredhat Spectrum has all access to inside wiring and cabling necessary and sufficient to efficiently and securely Install Hosted Communications Service and all related equipment. 6. CPNI: Information relating to Customer calling details ("Calling Details"), including the quantity, configuration, type, destination and 'amount of usage by Customer, and information contained In Customer's bills (collectively, "Customer Proprietary Network Information' ar "CPNI), that is obtained by Spectrum pu suant to Its provision of Hosted Communications Service will be protected by Spectrum as described herein, in the Privacy Policy, and in accordance with applicable federal and state requirements. Notwithstanding the foregoing, the following shall not be CPNI: (i) Customer's directory listing Information, and (it) aggregated and/or compiled information that does not contain customer -specific references, even if CPNI was used as a basis for such Information. a. Spectrum may use and disclose Calling Details and CPNI when required by applicable law. Spectrum may use Calling Details and CPNI and share (Including via e-mail) Calling Details and CPNI with Its partners and contractors, as well as with Customer's employees and representatives, without Customer consent: (1) to provide services and bills to Customer, (li). pursuant to applicable law; (III) to protect the Interests of Spectrum. Customer and related parties in preventing fraud, theft of services, abuse, harassment and misuse of telephone services; (iv) to protect the security and integrity of Spectrum's network systems; and (v) to market additional Spectrum services to Customer that are of the same category as the services that Customer purchases from Spectrum. b. Spectrum will obtain Customer's consent before using. Calling Details or CPNI to market to Customer Spectrum services that are not within the categories of Services that Customer purchases from Spectrum. Customer agrees that, except as provided in this Service Agreement and applicable law, Spectrum will not be liable for any losses or damages arising as a result of disclosure of Calling Details and CPNI; c. Spectrum will respond to Customer requests for Customer Calling Details only in compliance with Spectrum's then -current authentication requirements and applicable law. Such authentication requirements may require Customer to obtain a secure password, which may be required for both online and telephone requests for Calling Details. Spectrum will notify Customer of any requests to .change account passwords, activate online account access and change Customer's account address of Commercial Bulk Services Agreement v.161213 CONFIDENTIAL Page 23 of 31 02016 Charter Communications. AIL Rights Reserved. Lynne P. Bell E -signed 2017.12-0711:02PM PST lynne.beti@charter.com ® r/ Document Integrity Verified Adobe 25D-27 record. Spectrum may provide such notice by voicemail, by email or by regular mail to Customers prior account address of record. d. Customer may identify a person or persons who are authorized to request Calling Details by executing an Agency Letter provided by Spectrum upon request. Customer Is responsible for ensuring that. Spectrum receives timely notice of any changes to the list of authorized individuals Identified on the. Agency Letter. Spectrum will not be liable to Customer for any disclosure of Calling Details (including CPNI) that occurs if Spectrum has complied with the Agency Letter. 7. Directory Listings: In the event that a material error or omission In Customers directory listing Information, regardless of form, is caused by Spectrum, Customers sole and exclusive remedy shall be a partial service credit in an amount set by Spectrum's then - current standard policies or as prescribed by applicable regulatory requirements, if any. Notwithstanding the foregoing, Spectrum shall have no other liability for any error or omission in any directory listing Information. If a minutes of use (MOU") package minutes are exceeded, any additional minutes will be charged at the standard domestic long distance rates listed at http://enterpdse.spectrum.com. B. Number Porting: Upon submission of a Service Order, Customer may port a telephone number within the rate center for its particular Service Location to Spectrum for use with Spectrum PRI Service or Spectrum SIP Trunk Service. Customer represents and warrants that It has all necessary rights and authority for any porting request, will provide copies of letters of authority authorizing the same upon request, AND SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS SPECTRUM AND ITS AFFILIATES FROM ANY THIRD -PARTY CLAIM RELATED TO OR ARISING OUT OF ANY PORTING REQUEST. Spectrum shall coordinate telephone number porting with Customers former local service provider ("FLSP") using the operational process for coordinating telephone number porting as prescribed by the appropriate regulatory authority. Spectrum shall port in a telephone number using one of.the following agreed upon methods. a. Spare Equipment Cut "Spare Equipment Cur means that Customer will provide sufficient spare Customer equipment,. such as line cards, for connection of Spectrum's Service(s) prior to telephone number porting. Spectrum and Customer shall verify the operational stability of the Service(s) in advance of Spectrum Issuing a request to port Customer's telephone numbers from Customers FLSP to Spectrum's Service. Customer acknowledges and accepts that the porting process Involves the updating of multiple databases and may result in an outage of Service during such updates. b. Hof Cut — Business Hours. "Hot Cut- means that Customers existing service is disconnected prior to. Customer connecting Customers equipment to Spectrum's Service which, in turn, occurs prior to the scheduled telephone number port change. "Business Hours' means 8:00 AM to 5:00 PM, Monday through Friday, excluding Holidays. Spectrum will use reasonable efforts to resolve any Issues arising during the Hot Cut prior to the execution of the port change and may cancel the port change at Customers request. Customer acknowledges that a Hol Cut necessarily results inanInterruption of Customers telephone service thereby exposing Customer to risks associated with inability to make or receive telephone calls. Customer accepts all liability for any loss or damage arising out of or related to such an Interruption. c. Hot Cut.—After Hours. For purposes of this section, Hot Cut has the same meaning as above.'After Hours" means any time. outside of Business Hours. Spectrum will use reasonable efforts to resolve any Issues arising during the Hot Cut prior to the execution of the port change. At Customers request, Spectrum shall make reasonable efforts to cancel the port request, but unavailability of necessary third party resources ,may prevent Spectrum from effecting such cancellation. Customer acknowledges that a Hot Cut necessarily results in an interruption of Customers telephone service thereby exposing Customer to risks associated with Inability to make or receive telephone calls. Additionally, Customer acknowledges that Customers choice of an After Hours Hot Cut -exposes Customer to, the additional risk of an extended outage due to unavailability of necessary third -party resources to cancel a parting request or resolve a trouble report. Customer accepts all liability for any loss or damage arising out of or related to such an interruption or outage. Spectrum "may receive requests to port a telephone number currently assigned to Customer to a third party service provider. Customer agrees that until such time as the porting process has been completed and no further traffic for any ported telephone number traverses Spectrum's network, Customer shall remain bound by the terms of the Agreement and this Attachment (including, without limitation. Customers obligation to pay for any applicable Services) for any and all traffic which remains on any Customer telephone numbers. Notwithstanding the foregoing,Customer shall notify Spectrum at least five (5) business days in advance of Customer requesting more than twenty (20) telephone numbers to be ported from Spectrum to another service provider. 9. Unified Communications Services: a. Unified Communications Services are available In personal computer and mobile phone or tablet application formats where features, functionalities, and capabilities will differ based on the device used to access the Unified Communications Service. Changes made to either the features, functionalities, or capabilities, or to the application user interface formats shall be at the sole discretion of Spectrum. b. Unified Communications Services are nonexclusive and nontransferable, and Customer shall prohibit use of the Unified Communications Services by any third party other than the Customer for such Customers Internal business purposes. Commercial Bulk Services Agreement v.161213 CONFIDENTIAL Page 24 of 31 02016 Charter Communications. All Rights Reserved. Lynne P. Bell E -signed 2017-12-0711:02PM PST lynne.bell@charter.com — 0 Document Integrity Verified Adobe Sl, Transaction rlumba: CBJCHaCbleA I.WKni0ll 6 YsIIENgmnSR,8.n ♦ c. Use of the Unified Communications Services by Customer does not permit or imply any passing of title, trade names, trade dress, trademarks,service marks, commercial symbols, copyrightable materials, designs, logos, and/or any other Intellectual property from Spectrum or Its third party vendors Involved in delivering the Unified Communications Services to Customer. d. Third party vendors used by Spectrum in delivering the Unified Communications Services to Customer do not provide any warranties, direct or Indirect, express or implied, to Customer for any and all damages, whether direct or Indirect, incidental or consequential, arising from the use of the Unified Communications Services. e. Customer shall not: (I) copy or, adapt the Unified Communication Services for any purpose, other than as specifically permitted under this Agreement; (11) use the Unified Communication Services, other than (a) In accordance with all applicable laws and regulations and (b) as set forth In the documentation provided by Spectrum to Customer; (iii) reverse engineer, translate, decompile, or disassemble the Services; (Iv) use the Unified Communications Services in any outsourcing, application service provider, time-sharing or service bureau arrangement, including, without limitation, any use to provide services or process data for the benefit of, or on, behalf of, any third partyother than the Customer; (v) cause or permit the disabling or circumvention of any security mechanism contained inor associated with the Unified Communications Services; or (vi) delete, alter, cover, or distort any copyright or other proprietary notices or trademarks. f. If Customer breaches any terms of this Agreement as they relate to the Unified Communications Services; Spectrum or its third party vendors used in delivering the Unified Communications Services shall be entitled to enforce such terms to cure the material breach. g. Spectrum and any third party service provider Spectrum uses to provide Unified Communications Services may use Customer data provided tosuchservice provider In the course of the performance of the Unified Communications Services, Including but not limited to any personal data of Customer's employees (UCS Data-), other than content transmitted by the Unified Communications Services, to (a) communicate with Spectrum or Customer, and (b) administer and/or perform this Agreement, any Service Order, and/or any agreement between Spectrum and such third party service provider. Spectrum and such service provider may access or disclose UCS Data and related Information, to: (1) satisfy legal requirements, comply with the law or respond. to subpoenas, warrantsor court orders, or (it) acton a good faith belief that such access or disclosure Is necessary to protect the personal safety of Spectrum's or such service provider's' employees, customers or the public. Commercial Bulk Services Agreement v.161213 CONFIDENTIAL Page 25 of 31 02016 Charter Communications. AILRights Reserved. Lynne P. Bell E -signed 2017-12-0711:02PM PST,, lynne.bell@charter.com O Document Integrity Verified 25 Attachment G Multi -Channel Video Service (Enterprise TV, Government TV, Hospitality TV, Healthcare TV, Education/University TV) Spectrum Enterprise shall provide the customized cable television programming ('Multi -Channel Video Service') to Customer's Service Location(s) Identified In a Service Order, which programming shall be subject to change at Spectrum Enterprise's discretion;, provided that Spectrum Enterprise shall use reasonable efforts to substitute similar or comparable programming In the event that any of the programming services cease to be available. If the Parties agree in writing, Multi -Channel Video Service may include HBO, Showtime,TMC, Cinemax, STARZ, Encore or Epix (collectively, "Premium Services`). Spectmm Enterprise and Customer acknowledge that Customer has elected to receive 2 or more tiers of video programming service, Including the 'broadcast basic' level which, under Federal law, must be purchased as a condition to receipt of other tiers of video service, and Customer acknowledges that it Is able to purchase the broadcast. basic level of service on a stand-alone basis. Spectrum Enterprise owns and shall at all limes have the exclusive right to access, control, maintain, upgrade, use and operate Its Multi -Channel Video Service and related Network and Equipment, except for (1) any video display terminals ("Connections') or Inside wiring owned and maintained by Customer or a third party, and (II) any conduit, risers, raceways or other spaces where the Network or Equipment is located that are owned by Customer or a third party, in which case (as between Customer and Spectrum Enterprise) Customer shall own such Items and Customer hereby grants to Spectrum Enterprise the non-exclusive right to access and use such space during the Order Term. The System is not, and shall not be deemed to be, affixed to or a fixture of the Service Location, and nothing is Intended to convey any right or ownership of any portion of the Network or Equipment to Customer or any other person or entity -Customer shall be liable for any and all theft, damage and/or loss to the System, or any portion thereof,. installed at the Service Location, except to the extent of any negligence or willful misconduct on the part of Spectrum Enterprise. Customer's use of the Multi-Chanhel Video Service is subject to the following additional. terms and conditions: 1. Multi -Channel Video Service shall not include pay-per-view, video -on -demand, or any visual content other than the mutually - agreed upon Mufti -Channel Video Service channel line-up. 2. Customer shall take all necessary precautions to ensure that the Multi -Channel Video Service is received only by authorized parties, and that no part of the Multi -Channel Video Service is received at any other location, including but not limited to locations where an admission fee, cover charge,. minimum or like sum is charged. nor shall Customer authorize or approve of any copying, taping or duplicating thereof. Mulfi-Channel Video Service Is available for use at commercial establishments and other non- residential buildings (such as a bar, restaurant or fraternal organization). In commercial establishments with public viewing, only the Multi -Channel Video Service lineup(s) that is approved for public viewing may be used. 3. Customer shall permit Spectrum Enterprise reasonable access to the Service Locations to inspect the Service Location at ,periodic Intervals to ascertain, among other things, the number of television sets receiving the Multi -Channel Video Service. Customer, at its sole expense, shall furnish, Install and maintain the Inside wiring. 4. Customer, at its sole expense, shall furnish, install, program, secure, and maintain all Service connections within the Service Location. The Service connections shall be installed and programmed by Customer in consultation with Spectrum Enterprise and any specifications provided by Spectrum Enterprise to Customer In writing. S. Customer shall not Interfere with, alter or substitute, any of the programs, Information or content offered as part of the Multi - Channel Video Service, which are transmitted over any of the channels provided without the prior written consent of Spectrum Enterprise. Under no circumstances shall Customer have any right to encode, eller, reformat, delete or otherwise modify the Multi - Channel Video Service, including without limitation delivery method and any programming contained within the Multi -Channel Video Service, without the express written consent of Spectrum Enterprise. The limitations of this paragraph shall not apply to formatting of programming as agreed by Spectrum Enterprise and Customer. 6.Customer shall provide all first level contact and support to its authorized users relating to the Network. Equipment, and Multi - Channel Video Service. In the event of any disruption, failure, or degradation of the Multi -Channel Video Service lasting for twenty- four (24) consecutive hours or more, Customer shall use all reasonable efforts to diagnose the cause of the Multi -Channel Video Service Impacting event. In the event that the Multi -Channel Video Service Impacting event Is reasonably determined to be caused by the signal delivered by Spectrum Enterprise, Customer shall contact the designated Spectrum Enterprise technical support contact for resolution. 7.The inside wiring shall be Installed by Customer in consultation with Spectrum Enterprise and any specifications provided by Spectrum Enterprise to Customer in writing. Spectrum Enterprise shall not be responsible for, and Customer shall not be entitled to any credit or rebate for an outage which may be due to a fault or failure with respect to any inside wiring, Service connections or any systems, equipment or facilities of any third party, including but not limited to, instances where such outage is due to the Customer's failure to promptly provide Spectrum Enterprise with access to the Property to inspect, monitor, repair, and/or replace the Systems or Multi -Channel Video Service. Commercial Bulk Services Agreement v.161213 CONFIDENTIAL Page 26 of 31 02016 Charter Communications. All Rights Reserved. Lynne P. Bell E -signed 2017-12-0711:02PM PST lynne.bell@charteccom i Adobe Sign TMa won Number. 25D-30 B. Notwithstanding anything to the contrary In the Master Agreement,. the MRCS for the Multi -Channel Video Service are subject to change consistent with commercial Multi -Channel Video Service rateincreases: applied to commercial customers. 9. Customer's use of the Set Back Box Product ('SBB") available as part of the Multi -Channel Video Service (the'SBB Offering) is subject to the following additional terms and conditions: a. All terms set forth in this Attachment G shall apply to the SBB Offering except totheextent modified below. b. Notwithstanding Section i above, the SBB Offering may Include certain video -on -demand programming. c. Notwithstanding Section 4 above, Spectrum Enterprise shall install and program all Connections for the SBB Offering. Customer shall ensure the availability of Connections that are compatible with the SBB Offering Including, without limitation, the provisionand use of appropriate tuners and Connections having HDTV compatibility. d. If Customer desires for the front desk portal and the TV user Interface associaled,wilh the SBB Offering to be co -branded (with Spectrum Enterprise's and Customers brands), then Customer shall provide Spectrum Enterprise a copy of Customers logo in accordance with Spectrum Enterprise's technical specifications and hereby grants Spectrum Enterprise a right and license to use such logo for purposes I of such co -branding. Commercial Bulk Services Agreement v.161213 CONFIDENTIAL Page 27 of 31 02016 Charter Communications. All Rights Reserved. Lynne P. Bell E -signed 2017-12-0711:02PM PST lynne.bett@charter.com .:i —6 Document lntegrityVerified � yl Exhibit A to No Agreement The Parties acknowledge mat multiple: Service Orders are currently In affect for Customer, and that each Of these Service Orders shall be subject to Me terms and condiUons of this Agreement Upon expiration of the Order Tam shown below In this Eahiblt the applicable SeMce Order shall automatically renew for successive ane-month terms, unless either Spectrum or Customer affects to not renew ma Order Term by written notice provided to the other at lent 30 days In advance of the expiration of the thencurrent Order Term or the Agreement or Service Order are m amise terminated In accordance with the Agreement Service Address CFapire�one0atsrm (DD/MM/YY) Activated SStaR date of Order Term) Existing Term (Months) Existing service Curtant Speetl MRC 122 Newhape St Santa Ana 92703 06/19/17 12/152014 36 EVPL 20 Mops $840.00 024W3rd SL Santa Ana, Ca 92703 C9/i4/1] i1I102014 38 EVPL 10 Mbps $820.00 1000 Sable Ana Blvd, Sante Ana, Ca 82701 04/152020 04/152015 38 EVPL 20 Mbps $840.00 t00BNCuster St Santa Ana, Ca 92701 08/302020 O6I302015 38 EVPL 20 Mbps 5840.00 1801 E Chestnut Ave, Santa Ana, Ca 92701 03/2020 03/102015 38 EVPL TO Mbps 3820.00 1825 W Civk Center dr. Santa Ana, Ca 92701 03/1720 pY42015. 30 EVPL 10 Mbps $650.00 2102SFbwer SL Santa Ana, Ca 92207 0012320 04232015 3B EVPL 20 Mbps $840.00 2203 Daisy Ave. Sacra Ana. 92703 09/t0/2020 04!102015 38 EVPL 20 Mbps $840.00 2201WMC Fadden Ave, Santa Ana, Ca 82704 06/28/2020 00282015 38 EVPL /0 Mops $650.00 2827 MCPatlden Blvd, Santa Ana, Ca 82709 00/242020 04242015 38 EVPL 20 Mbps EB4p.pD 3005 Figueara Sl Santa Ana, Ca 92703 OBI1T/TO DBHT2p1$ 3B EVPL 10 Mbps $850.00 510 Memory Lane, Santa Ana, Ca 04/2220 0022/2015 38 EVPL 10 Mbps $850.00 BO Civic Canter Raza 05202020 05/282015 38 EVPL 30 Maps. $865.00 3405W Castor SL, Santa Ane, Ca 03/312020 03!!12015 36 EVPL 10 Mbps $850.00 800 Memory lane, Santa Ana, Ca 92705 042Y20 04/2320/5 36 EVPL 10 Mbps $850.00 718 S Center SI. Santa Arra, Ca 92701 07101/2020 0]/012015 38 EVPL 10 Mbps $850.00 fi02 N Flower St. Santa Ana 91703 0525/2020 05252015 38 EVPL 10 Mbps $650.00 7085 N.A.P. SL, Santa Ana, Ca 00/1]2020 00/7]2015 38 EVPL 10 Mbps $6W.pp 850 Brown St, Santa Ana, Ca 92701 04/18/2020 00/182015 38 EVPL 10 Mbps $650.00 3750 W Mb Fadden Ave, Santa Ana, Ca OY182020 03/162015 38 EVPL 20 Mbps $820.00 450W MCCaMur Ave, Santa Ana 04/24211211 04242015 38 EVPL fO Mbps $650.00 TO Civic Center Plara, Santa Ana, Ca 92'!03 O]/1fi2020 0Y18I2015 36 EVPL '1 Gbps $1,995.00 1TBONMcFadden Ave. Santa Arta, Ca 92700 04!282021 04/282018 38 EVPL 10 Mbps $ Ms., Dp .lcou.n0. Inc Lynne P. Bell E-signed 2017-12-0711:02PM PST _ lynne.beii@charter.com elDaeummtlntebdtvVanfied CONFIDENTIAL Pass 25.131 y y SmtnwtlNnxumAT.feJG1eLAWM1MKFS4P'g1MY,(W mE11M5Ry9a,p 25D-32 8.50.00 25D-32 Spectrum Commercial Subscriber Privacy Policy N Internet Phone •Provided for your convenience only. The eurrentpolleyshall always be found at www.charter.com Spectrum Commercial Subscriber Privacy Policy Spectrum lakes Ne protection of our subscribers' (-Your -Your or 'Customer(s)') privacy seriously. The following privacy policy (Rolicy') applies to those Spectrum commercial Customers wine, subscribe to Spectrum's commercial video programming, high-speed Interest. data networking andier telephone service (Individually and collectively the'Semke) and describes the Customer information that Spectrum collects and miains, tow Spectrum uses and protects it the limited cases where Spectrum may disclose some or all of that information, and Your rights under the Cable Communications Policy Ad of 1984 (-Cable ACC). Depending upon the Spectrum Service to which You subscribe. parts of this Policy may not be applicable to You. Spectrum values Your privacy anal considers all. personally Identifiable Information contained in our business records to be confidential. Please review this Policy and, If You are, a Spectrum telephone service subscriber, the attached Customer Proprietary Network Information CCPN1*) Policy (the •CPNI Policy'), In conjunction wire Your service agreement, terms of service and acceptable use policy ('Your Service Agreemenr). Spectrum will pmviale You copies of this Policy annually and the CPNI Policy at least arms awry two yam, whether or net we haw revised Me policies. We may moldy this Policy at any Mi The most current version of thla Policy can be found on www.Charieccom. If You And the changes unacceptable and if those changes materially and adversely Impact Your use of Me Service, You may haw the right to cancel Your Service under Your Service Agreement If You continue to use the SeMce, following the posting of a revised Polity, we will consider that to be Your acceptance of consent to Me Policy as revised. What type of Information does Spectrum collect? Spectrum collects boat personally Identifiable information and non -personal infemagon about You when You subscribe to cur Service. Spectrum uses Its system to colieet personally Identifiable Information about Yaw (a) when itis necessary to provide our services to You; (b) to prevent umugrodzed reception of our services; and (c) as otherwise provided In this Policy. Spectrum will rat use Me system to collect Your pemorWly identifiable Information for other puryoses without Your prior written or electronic consent Spectrum also cotlects personally Idantifiable and nonpursonal Information about You when. You voluntariy, provide Inclination to Spectrum, as may be required order applicable law, and from third parties. as described in this Policy. Personally Identifiable Information Is any lnfomlation Mat thimbles les or can potentially be used to identdy, contact, or locate You. This includes information Mat Is used in a way gal is personally Identifiable, including baking it with identifiable information from other sources, or from whichother personally identiflable Information win easily be derived, Including. but net limited to, name, address, phone or fax number, email address, spouses or other mlagws' names, drivers license or stare Identification number, financial prdies; lass identification number, bank account Infomation, and credit card Information. Pemowify. Identifiable information does not inclu le Information that Is collected anonymously (i.e., without Identification of Me individual or business) or demographic Information not counseled! to an Identified individual or business. Nm -personal information, which may or may not be aggregated infonwtion about our Customers and may include Information room third parties, does net Identify Individual Customers. Spectrum may combine third path data with our business records as necessary to better serve our Cusfomers. examples of non -personal Information Include IF addresses. MAC addresses or other equipment idenafiers, among other data. Our systems may automatically collect certain non -personal indamation when You use an interactive or transactional service. This Information Is generally required b provide Me service and is used b carry out requests a Customer makes through a remote control or set- op box. We may also collect and malmain information about Your account such as billing, payment and deposit history, maintenance and complaint information; conampondence, with or from You, Information about the service options that You have chosen; Information the equlpment You have, Inducing specific.equipmem identifiers; and information about Your use of our services. Induding Me type, technical arrangement quantity, destination and amount of use of certain of Mose services, and related billing forthose services. Spectrum also collects castomerbrovlded customrzation settings and preferences. By using our service. You consanl to our collation of this intimation and over Informal communicated b Spectrum such as correspondence, responses to Charter Communications, Inc. Lynne P. Bell E -signed 2017-12-07 11:02PPST_ lynne,betl@charter.com S ) is .0 Document Integrity Verified surveys or entails, Information provided in chat sessions with us, registration information, or participab'oh in promotions or contests. If You subscribe to. our video service, then in certain of out systems, our set -hip boxes automatically collect hdormaban that may be used to determine which programs am meal popular, how many set-top bores are tuned to watch a program to ft conclusion and whether commercials am being watched, as well as other audiencomeasumment focused Information ation. Our processes am designed to (rack this information and audience statistics on an anonymous basis. Information such as cannel owing, the acre Me channel Is changed, and when the set-topbox is •on' or 'off* is collected at a racial database in an anonymous formal. Spectrum, or our conhacfom or agents, may from time to time share the anonymous Intmation with our adverthe m, content providers, or other third partes with whom we havea relationship. We wall not provide our advertisers. content providers, or these other third acmes with personality identifiable information about You unless wit have received Your consent first except as required by law. (Seo Nato sees the bdomation collected by Spechum? i collect personally Identlfla ble information? uses personally Identifiable Information M: 'Mees to You; deupdates, upgrades, repulrs or replacements for any of our service-ralaled hes Me secrare ureal ie systar rag prevent frau services: et Me use of of Me system prevent Iroutl, ns of ureuawrized reception, cud abuse of Spectrums Services or violations of our policies or lertra of Service; regulations, as wail as for the You acknowledge and agree Mat all communications between You and Spectrum may be, tecorded or monitored by Spectrum for quality aso m er, or other purposes If You use an Interaction or transactional service. for example, mspending to a surveyor ordering a pay-per-view event the system will collect certain additional personalty identifiable Information. such as account and billing Information or Cudomsr-provided lawle and service preferences, M Property bin You for the services purchased and to provide You with a more persorafo:ed expererce. In addition, certain information such as Your connechmns b our system Is auton mealy collected to, for example, make it possible for Your digital boxes to receive and process Me signals forthe services You order. Spectrum may also collect personally Identifiable infomation from third parties to enhance our customer database for use in marketing and oaten activities. Spectrum also collects personally IdentifaNe information from Mid parties to verify Information You haw provided us and collects personally identifiable infxambon from credit reporting agencies to, for example, determine Your cretliMoMiness, credit score, and credit usage. Spectrum else may maintain research records containing infomatton obtained Waugh voluntary subscriber Interviews or surveys. If You subsenbe,to our high-speed Iniamet service, Spectrum Iransaii personally Identifable and nonpersonal identifiable information aboutyou ever the SeMce when You seat and receive e-mail and Instant messages, transfer and sham files, make filea accessible, visit websites, or otherwise use the Service and its features. Our transmission of this information is necessary to allowYou to use the Sevice as You haw chosen and M madm the Service to You. Who sees the Information collected by Spectrum? Spectrum will only disclose personally Identifiable information to others It (a) Customer provides written or electronic consent in advance, w (b) it is permitted or acquired under federal or applicable stale law. Specifically, federal law allows Spectrum to disclose personally identifiable information to third parties: when It Is necessary to pmvfde Spectrums services or to cony out Spectrums Walruses activities; as required by law or legal process: or CONFIDENTIAL 15U-;5;5 Page 29 of 71 for mailing list drainer purposes, subject to Your ability to limit gds last type of disclosure. - To provide sarvivs and carry out our business activities, wRaln authorized people have access W Your intemation, Including our employees, entities affiliated through common ownership or control with Spectrum and Mind Parties Mat provide and/or Include: biiling and deteNon services; Installation, repair and customer Service subcontractors or agents; program guide distributes; softwers vendors; program and other service Suppliers for audit purposes merkaWM of Spectrums products and services; third party aud[om our aflomeys and accountants; ardlor strategic partners offering or providing products or Services jointly or on behalf of Spectrum. The frequency of dsclosures varies according to business needs, and may Involve access on a reguW basis. Spectrum ream= third panics use of Your information to me purposes lar which it is disclosed and Prohibits third parties from further disdosum or use of Your immunity Identifiable Information obtained from us, whether for that Mid parry's awn marketing purposes or otherwise. Unless You ob;e tin advance, federal law also allows Spectrum W disclose through 'mailing fists; personally identifiable Information, such as Your name, addressand the level of Your service subscription, to non-affiliated entities. including advertisers and marketing anfies, for non-seMca related purposes, Including product advartsement draft marketing and research. Under no ciicurristances will Spectrum disclose Is Mesa advertising entities Me extent of Your Vowing habits or the transactions You make over Me system. Spectrum or our contractors or agents, may from HIM W lima shame non -personal andfor aggregate infatuation such as Me numberm SeMce subsumerswho mads certain statistical profiles (for example, the number of subscribers in versus parts of the country) Win our advertisers, WmSA providem, or other third parties with whom we have a relationship. We may protide anonymous data to third parties me may combine it with other Information to conduct more comprehensive audience analysis for us and for television adwrlisrus. This data helps program networks and debt. operators decide on which pogroms, channels, and advertising to carry. Spectrum may also use that inloma5on W dsInbub targeted advenising W You without having disclosed any of Ymr personally Identifiable Inform ton W Me advaNsers. These advertisements may invite interactive or lransactional (slow -up from You. ay using any of Speclruds Interactive services, You consent to our collection of MIs additional information. Unless You consent firm or except as required by law, only anonymous information is disclosed to audience measurement services. AS par of its business acgvgles, If Spectrum enters Into a merger, Simulation, or sale of all or a porton of our assets. Spectrum may transfer Customer' personally Identifiable and non -personal Infomdlion as part of the transaction. If You subscribe W our blepho le SeMce, Your name, address andlor telephone number may be tramynitted via Caller 10, published and distributed In aMlm ed or unaffiliated telephone directories, ad available through affiliated or unaglllated directory assidesm operators. We take reasonable precautlons W ensure that norrpublbhed and rlon-listed numbers are not Included in Me telephone dimobries or, directory assistance services, although we cannot guarantee that emom will never incur. Please date Mat Caller IO blocking may not prevent Me display of Your name and/or telephone, number when You dial certain business numbers, 01 1, 900 numbersar ted -free 800, 866, 877 or888 numbens If allowed by and after complying with any federal law reguiremeds, Spectrum may disclose personsgy identifiable Information about Customer to represenWgves of government or comply with valid fagot process. except as provided below, disclosures shall not Indude records revealing Customers selection of video programming. Oisclosures W mpresentagves of govem eem may bo made pursuant W an administrative subpoena, warrant, mud order. our reasonable discretion In cases of emergency or serious physical injury, or other permitted! mesa. la these sinumons, Spectrum may be required W Nsdose personally Identifiable Information about a Customer wnMGat Customer's consent and without notice W the Customer. Law, enforcement agencies may, by federal or state court order, and without nous W You, obtain the right to install a denim that monitors Your Intemet ard>mal use. Including addresses of email Sent and received and in Sam cases me content of Masa communications; and/or Your use of our telephone service. Including listings of incoming and outgoing calls and in Some cases the content of these rolls In soma instances where mem am valid legal requests for or orders for dsclosum of Your Intimation, we may notify You of me requests or orders and Men it may be up to You W object or take specific action W prevent any disclosures pursuant W mace requests or orders. Where a goverrvmnlal army Is reeking personally identifiable inforr stion of a CusbroW rima subscribes W Spectrums video services only or records revealing Customers Selection of video programming, the Cable Act requires a mud order and that Me video subscriber be Shaded the opportunity W appear and contest in a court promeding relevant W Me court oder any claims made in support of Me mud oder At Such a proceeding, Me Cable Act. requires the govemramal entry, W offer clearand convincing evidence Melba subjectof the Information Is macorably suspected of engaging in criminal activity and Mat Me Information Sought would W matudal evldenm m the prosecution of the case. Except In Grain ssuationss (such as with respect W bliss who owe, or are owed, welfare or chid support) slab welfare agencies may obtain the noures, addresses, and content other CusWmer information as It appears in Spechum s subscriber records under Me authority of an administrative subpaem. Lynne P.Bell E -signed 2017-12-07 11:02P M PST _ lynne.beil@charter.com We may also use or disclose personally Identifiable information about You wigdut Your consent (a) to protect our Cumonnem, employees, or property, (b) in emergency situations, (c) to onions our rights in court or elsewmem, or directly Sarin You, for violations of service term, canditiora or Policies andmr (d) in order W comply with Me Digital Millennium Copyright Act or as otherwise required by law, foreuample, as pertain regulatoryproceeding. Nato to California Customers Regarding Your Privacy Rights: California law requires Spectrum provide to certain Customers, upon request. certain Information regarding the Sham, of personally Identifiable Infomation to third parties for their Sired marketing purposes. As mentioned above. Spectrum does not share personally identifiable Information with unamllmed third parties for their awn direct marketing pumoses. However, Spectrum may sham personal) Identifiable Inform lion with some same -branded affiliates for those aMlates' damp marketing purpcaus (and, H a Spectrum telephone subscriber, then subject to Me restrictions In the attached CPNI Policy). If You make a request by phone or on- line, Spectrum will provide You with the number of its same -branded effillatea in California and a lid of personal Information that it may have shared with Same or all such affillates. Can I prohibit or limit Spactrum's use and disclosure of my personally Idantlgahle Information? If You do rot want Your name, address, level of service or other personally Identifiable Information disclosed to MIN Pallas In a 'mailing tisr as. explained Stave, please register this preference at hltpolensubscribe.Spectmm cora or by contacting us by telephone at 1 -888 -GET -SPECTRUM. Customers of our video service cannot opt -out of the collection of audience measurementdala. Also, If You do not went to mcelve marketing messages (a.%, phone calls, em le and tract mall) from Spectrum You may Call 1-888-GETSPECTRUM or visit hltp:/lunmbseribe.Smdmm.eam and make a request to have Your privacy prekreacesuPdaled. Please rare Mat such redueetwill not eliminate all telephone calls, emits or direct mal sent W You from Spectrum as Spectrum may soil continue b send non-riarketing scwuntt latod messages to You. How long does Spectrum maintain personally Identifiable Infor nation? Spectrum will maintain personally Identifiable information about You as long as You ams a subscriber W Specbun s Service, and as long as necessary for Me purpose for main it was collected. If You are no longer a Subscriber W any Spectrum Service and Me Information is no longer necessary for the purpose for which it was. collected, Spectrum will only keep peson ffly Identifiable information as long. as necessary W comply with laws governing our business These laws include. but are Trot limited to, lax end amounting requirements Mat require remd retention.. Spectrum will also maintain perearaly identifiable INomation W Satisfy pending requests for access by a subscriber W Heftier Information or mrsuard to a court Me infomation is no longer necessary for the purpose for which it was missies, when them ambo longer pending requests for such mf lmxdkm, aid when it Is no longer necessary to retain Me infommtion under applicable laws. How does Spectrum protect customer Information? Spectrum takes the severity of Our Customers' personally identifiable information Seriously. Spectrum takes such amlo is as are reasonably nmessary, to pmwm unauthorized access by entities other than Spectrum W personally identifiable information. Spectrum uses security and/or encryption technology to Serum certain sensitive personally Identifiable information when it collects such information over Me system Spectrum mstrlda' access W IC custorrer dalabase, and secures the content by use of 6rewab and other security rreMods. Spectrum limits amass to databases containing Customers' personally identifiable Information to those specifiwly authortred employees and agents of Spectrum and other parties Identified In Me' o sees Me inromtallon collected by Spedmmr section above. However, wo mnnotguarantee that these practices will prevent every unauthorized attempt to amass, use, ordisclose, personally Identifiable InWnratiory You need W help pmfett me privacy of Your own Infoanaticn. You and others who use Your equipment must rot give Identifying inermatwn W stranger or others whom You are not certain have a right or need to the dfomation. You also must take precautions W Probst the security of any personally Identifiable Infamiation Met You may transmit over any home networks, wireless miters, wireless fidelity (WIFI) networks or similar devices by using encryption and ager techniques W prevent unauthorized persons from intercepting or receiving any of Your personally IdentifiabW Information. You am remarmsble for the comet' of Your Information when using unencrypted, open access or otherwise unsecured networks In Your home. For more Infomatisn on things You can do to help prated Me privacy of Your Sam Information, visitwww.CharlarmmisSmp mwwwOrGuadOnilne.00w. If Your arganlzallon Is mbjed W Me Health Insurance Portability and Accountability Ad (HIPAA), you cam learn how HIPAA,applies W Your Spectrum services; by reviewing oar HIPAA Polity, which is incorporated by references Ido MIS Policy, Can I see the Information Mat Spectrum collects about me? You have a right under Me Cable Act W me Your personally identifiable Infamation Met Spectrum collects and maintains The information Spectrum has about Its Custern ms is maintained at the local offices wham service is provided, in our systems, and at our mrpomW headquarters. If You would like b see Your brom anon, please send a written request W Your Inial Spectrum office. To find VeIII III ed Adobe Slain Tramaction Number. 25D-34 Me location of Your 1=1 cities please visit www.Chartermm Spectrum will be glad to make an appointment for You to come In to Your local office during regular business hours. If Your review reveals an error In our reeds, Spectrum will conect it You may also be able to access certain infomation about You or Your account by telephone or online at wyery Charter.com. depending upon Ne Infoimagon You have. provided. Does Spectrum protest children's privacy? Spectrum Is concerned about cNldren's privacy and does not knowingly collect personally Identifiable'INormatlon tram anyone under Me age of 13 over Its Service unless otherwise ezpessy Identified. Al Mose specific Paris of our Service, Spectrum will provide a special notice or other Information decanting Me additional privacy protections that may apply. Spectrum urges children to allays obtain a parent or legal guardian's perinsalon before sending any Information about themselves over the Internet and urges parents and legal guardians to be vigilant regarding children's Internet usage. Other services or web pages accessed through Spectrums Service may have different policies on Collection of Irilormation pertaining to children and You should consult their privacy policies and mad their notices if You have any concems about me mllecgon or use of such information by those entities. Now does Spectrum use cockles and web beacons? A cookle is a &mall fila that stores infomation'in Your browser on Your computer. Spectrum places cockles in Your browser that contain some of the information You Provide when You register with us and when You set up a personalized WMce or embeibe Your settings and preferences on our weteltas. Spectrum does net atom highly sensitive penmrW information such as Your password, e.m2il address or credit card number M cookies. Cockles arable Spectrum to summarize overall usage patterns for analysis. 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However, Spectrum may provide site usage information linked to Your personally Identifiable Information be law enforcement at others In compliance with valid legal process or In other Muations as mated in me WWho Sees the intermittent Collected by Spectrum?' paragraphs above. You may aptcut of Me cookies delivered by Spectrum on its websBes by changing the seWng on Your browser. Depending on Your privacy Mmi gs, please be aware Met this may disable all cockles delivered to Your browser, not just the ones delivered by Spectrum Because a -Do Not Track - protocol has not yet been finalized. Spectrums information collection and disclosure practices,. and the choices that we provide to wnsumem, will continue to operate m described In this Privacy Policy, whether or net Do Not Track sgm itIs recehed. Targeted Advertisements Spectrum wants tocrake the agvemsements it provides mom relevant to You. Spectaim collect and uses non-pmemnal infomation, such as infomation about your visits to ourwebailes, ZIP Coda, IF address and Infmrnetion from third parties. We may also combine that Mforration with personally identifiable information, such as Infomatmn You provide Spectrum and tram Your Spectrum account (See 'What type of Infarmmon does Spectrum. Collect). In addition, Spectrum may partner with third -party advertising companies who may utilize cockles; web beacons, or other technology M deliver or facilitate Me delivery of targeted advertisements. SpecWm also uses thidyany, advertising companies to identity and present tailored online aoverminnants for its goods and services and uses anonymous ZIP Codes M geogmpNMIIY target online advertisements for ourotherclients. Spectrum will not provide our online panders with access to Your rare, address, e+nail address, telephone number or other personally dentifiable 'inlomtatlon without Your permisslon. 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Some ofourrable advertWip nes will ask for Your Parmesan to take certain actions, like mail You Infomation or alow Me advertiser to contact You; H You grant pemdsslon. we will use Your personal infomation for the permitted Purposes only, In some crew'. will be able to target cable advertisements to Your homMuld gal will be trove relevant M Your Interests based on Infommtion You provide us or Information .that we receive from third parties. When Mose cable advertisements are directed to You Saeed on Your porsonal information, You can elect net to recelve, them You may opt�ut by going to mi Wunsubsedlea SpecWmcom and updating Your privacy preferences. Lynne P. Bell E -signed 2017-12-0711:02PM PST lynne.bell@charter.com i I Document Integrity Verified r� y� If you change or get a new amaimL You Wit need ro reviewall of Your opt -out choices. What can I dolt I believe Spectrum has violated my rights? You may enforce the limitations Imposed on us by federal law with respect to the wlectlon and dmi0sme of personally identifiable subscriber lofomution about You, through a My[ action under federal law, in addition to other rights and renmdies thatrmy be avelable taYou underfederal or other applicable laws. What If I have my questions_? If You haw any questlons about our privacy protections and policies, please centers Your local customer service once. You can find the phone number for Your local customer Wives office an Your monthly big m mnent or by visiting Spectrum's webslo at www.Chaner.mrn IMPORTANT NOTE: This Policy does net apply m Your use of any Spectrum website. You should review the privacy policy applicable to each site, which is available underthe -four Privacy Rights' an'Privacy Polio section of each Spectrum website. This Policy also does not apply.lo those residential customers who subscribe to Spectrums residential video programming, highspeed Internet and/or telephone service. The Residential Subwiber Privacy Policy Is available under the 'Your Privacy Rights' section ofwww.Chader.wm. Effective: December 10, 2013 Spectrum Commemlat Customer Proprietary Network Informagan (CPNI) Policy The following CPNI Policy is In addition to requiremsrds act ford in Spectrums. Commerclal Subscriber Privacy Policy and Is subject to wine,pemiltted uses and disclosures of Your new, address, and/or telephone number oudmed In Me Privacy Policy. The Information that we have (1) relating to Me quantity, tachnbal configuration, W. destination, location, and anount of Your use of telephone service. and I an (2) contained on Your telephone bill concerning the telephone services that You receive is subject to additional privacy protections. That imometion, when matched to Your nacre, address. and telephone number i9 known �m 'Customer Proprietary Network Information,' or CPNI for shoo. Examples of CPNI Include information typically available from details on a customer's =it* telephone bill - the type of line, technical chameteristics, class_ of seMce, carom telephone charges, long distance and foal wrAce bfiling records, directory assistance charges, usage dam. and ceiling patterns. As a subscriber to arc telephone services, You have Me night and Spectrum has a duty,. under federal law to protect Me confidentiality of CPNI. Spectrum offers many wmmunkimorcielated services, such as, for maniple. Speclmm Internist services From Sm to gone we would film to urs Me CPNI infomation vve have on rile to provide You with Information about our cornmuniestons-ramted products and services or somai promotions. Our use of CPNI nay also enhance our ability to offer products and services tailored to Your specific needs We would like Your emems omm man Mone to which You currently subscribe gat we believe nay be oflntmeetto You. You do have thapgm to restrict this we of CPNI. IF WE DO NOT HEAR FROM YOU WITHIN 30 DAYS OF THIS NOTIFICATION, WE WILL ASSUME THAT YOU APPROVE OUR USE OF YOUR CPNI FORRHE PURPOSES OF PROVIDING YOU WITH INFORMATION ABOUT OTHER COMMUNICATIONS -RELATED SERVICES. YOU HAVE THE RIGHT TO DISAPPROVE OUR USE OF YOUR CPNI, AND MAY DENY OR WITHDRAW OUR RIGHT TO USE YOUR CPNI AT ANY TIME BY CALLING THE TELEPHONE 'NUMBER REFLECTED ON YOUR MONTHLY BILLING STATEMENT OR 1-c188, GET -SPECTRUM. We will also honor any msirinumm applied by stale law, to the 'extent applicable. Spectrum Mist, offem various odrm mrvow that am not related to the wmmunl mons M,Mces m which You subscribe. Under We CPNI miss, some of Mose services, such as Spectrum video services, are considered to be nancommubkationa relaed wivow. Occasionally, You may be asked during a telephone cal with one of our represematives for Your oral wnwm to Spectrums U" of Your CPNI fair the purpose of providing You with an offer for products or services noTrelated'to the telephone wrAces to which You subscribe. If You. provide Your oral consent for Spectrum to do co, Spectrum may use Your CPNI for the duration of such telephone call In order to offer You additional seMces. Any action Mal You take to deny on restrict approval to use Your CPNI will not affect our provision to You, now or In Me Mum. of any ceMde to which You subscribe. You may disregard MIs notice if You previously contacted usin response to a CPNI Notification antl denied use of Your CPNI for the purposes a esvibed above: Any subscribe Is vafd unlit such erne as Your telephone services am dommulnued. or You affimallwly revoke or limit such approval or denial. The CPNI Polity above may be required by law to appy M our Voice over Internet Protocol or, IP voles services. Effective: May 4, 2009 11 25D-36 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JANUARY 16, 2018 TITLE: APPROVE AN AGREEMENT FOR SPECIAL LEGAL COUNSEL SERVICES WITH MANNING & KASS ELLROD RAMIREZ TRESTER, LLP RELATED TO POLICE LITIGATION AND PERSONNEL SERVICES {STRAGIC PLAN NO. 1, 3, 4, 5} Cl*MANAGER 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 the City Manager and the Clerk of the Council to execute an agreement with Manning & Kass Ellrod Ramirez Trester, LLP related to police litigation and personnel services, for a three (3) year term from January 16, 2018 until January 15, 2021, for a maximum amount to be spent of $350,000 subject to non -substantive changes approved by the City Manager and the City Attorney. DISCUSSION Manning & Kass Ellrod Ramirez Trester, LLP is a highly reputable, full service law firm that has provided legal services to numerous cities, counties and other public entities since 1996. The firm, headquartered in Los Angeles, has more than 175 attorneys in six offices, including an office in Orange County. The firm's Government Entity Liability team has been successful in defending numerous municipalities in law enforcement civil liability, municipal liability, and employment litigation matters. Eugene Ramirez, a founding partner of the firm, specializes in municipal liability and police litigation. He has a reputation of receiving excellent results for public agencies in police matters and heads the firm's Governmental Entity Liability Team. Mr. Ramirez has been profiled in the California Lawyer Magazine for his law enforcement defense work and is frequently invited to speak to law enforcement agencies across the United States on use of force, handling high profile cases, and related matters. Manning & Kass was recently named by the Los Angeles Business Journal as the 24th largest firm in Los Angeles. Historically, the City's police personnel matters have been handled by outside counsel to avoid the potential for conflicts between an in-house city attorney who may have to later defend the same officer in subsequent litigation. The proposed hourly billable rate of $295 is competitive, and comparable to the hourly rate charged by other law firms who have represented the City, 25E-1 Agreement For Special Legal Counsel Services With Manning & Kass, Ellrod Ramirez Treater LLP Related to Pollee Litigation and Personnel Matters January 18, 2018 Page 2 The attached agreement for legal services is necessary to guarantee the continuity of services for the City In on-going personnel matters and related litigation that have imminent court hearings and court deadlines. Manning & Kass Is currently representing the City In three matters. This agreement will authorize the City Attorney to call upon Manning & Kass for legal services as necessary to defend existing and future police litigation and personnel matters. This contract has a three (3) year term with a not to exceed amount of $350,000. STRATEGIC PLAN ALIGNMENT Approval of this Item supports the City's efforts to meet Goal #1 Community Safety, Goal #3 Economic Development, Goal #4. Government Financial Stability, and Goal #5 Community Health, Livability, Engagement and Sustalnabllity. FISCAL IMPACT The special legal counsel services will be paid out of the Liability Fund (account no, 08009051- 82302) FY 2017-18 $175,000 FY 2018-19 $125,000 FY 2019-20_1 $50,000 APPROVED AS TO FUNDS AND ACCOUNTS: onla R. Ca alho Fran Isco utlerrez' City Attome Executive Director Finance & Management Services Agency Ellen Smiley Acting Executive Dir r Personnel Services Agency Exhibit — Legal Services Agreement with Manning & Kass, Ellrod Ramirez & Treater, LLP 25E-2 SPECIAL LEGAL COUNSEL SERVICES AGREEMENT This AGREEMENT, made and entered into this 16th day of January, 2018, by and between Manning.,.&�.Kass,-,Ellrod;. Ramirez; Trester,--a-wLimited Liability Partnership ("Attorneys"), and the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the constitution and laws of the State of California ("City"). RECITALS A. City desires to employ Attorneys to assist the in-house attorneys for the City ("City Attorney") in the provision of legal services to the City, and B. Attorneys represent that they are licensed to practice law in the State of California, have special experience and knowledge in the field of municipal litigation, specifically, police litigation and personnel matters, and desire to undertake said services. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. RETENTION OF ATTORNEYS City hereby agrees to and does retain Attorneys, for the compensation hereinafter specified, to assist the City Attorney with police litigation and personnel matters. Attorneys accept said retention and agree to perform, in a timely and efficient manner, all such services as may be requested by the City Attorney. Attorneys shall confirm their acceptance of work requested by City in writing by e-mail or letter. 2. COMPENSATION FOR SERVICES RENDERED a. Compensation shall be based on the actual amount of time spent in adequately performing the Services, and shall be billed at the rate of $295 an hour for all attorneys and $130 an hour for paralegal work. Time will be billed in 1/10th of an hour increments. _ b. The total sum to be expended under this Agreement, shall not exceed $350 060 during the term of this Agreement. C. City agrees to reimburse Attorneys for out-of-pocket expenses, including but not limited to, mileage, expert witness fees, copying costs, service of process, and mail services authorized by the City Attorney in connection with the performance of duties under this Agreement. Copying charges will be reimbursed at the rate of 10 cents per page. Any costs in excess of $5,000 require City Attorney approval prior to incurring the expense. All expenses must have supporting documentation submitted with the invoice. 3. METHOD OF PAYMENT Attorneys shall submit a monthly statement specifying the services performed, dates and number of hours, and an itemization of expenses related thereto with supporting documentation (i.e. receipts, invoices, copy of check, etc.). 1 25E-3 4. CONTROL OF LEGAL MATIERS Attorneys agree that each and every matter or proceeding in which they undertake to assist the City Attorney, as aforesaid, shall be and remain under, and subject to the control and direction of said City Attorney at all stages, and that they shall at all times keep the City Attorney informed of all matters pertaining thereto. City will keep Attorneys informed of all significant developments in matters relating to any representation undertaken by Attorneys. Attorneys further agree, if and when their retention hereunder is terminated by City, as hereinafter specified, they shall return to City Attorney any and all files then in their possession concerning each and every matter or proceeding in which they represented the City pursuant to this Agreement. 5. REPORTING REQUIREMENTS Attorneys agree to keep the City Attorney, Director of Personnel, and any other person(s) designated by the City Attorney, informed of significant events in the Actions, including but not limited to trial date, filing of motions for summary judgment, hearing date for motion for summary judgment, settlement conference date, and mediation date. Attorneys also agree to provide the following reports: a. 45 day initial evaluation of case and budget; and b. Pre-trial report 90 days before trial; 6. TERM The term of this Agreement shall commence on the date first written above and terminafe:thi6e`(3)'years from said commencement date, unless terminated earlier pursuant to Section 15 below. The term of this Agreement may be extended upon a writing executed by both parties, including the City Manager and the City Attorney for the City. 7. INDEPENDENT CONTRACTORS It is mutually agreed by and between the parties that, in the performance of their covenants hereunder, Attorneys are and shall be independent contractors, and not officers or employees of City. 8. INSURANCE Attorneys shall provide to the City Attorney proof of Professional Liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim, and maintain such insurance throughout the term of this Agreement. If Attorneys fail or refuse to produce and maintain the insurance required by this section, or fail or refuse 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 Attorneys' right to be paid for its time and materials expended prior to notification of termination. 9. INDEMNIFICATION Attorneys agree to and shall indemnify and hold harmless the City, its officers, agents, employees, and representatives from liability for personal injury, damages, restitution, judicial or equitable relief to the extent caused by Attorneys' negligent or wrongful performance or conduct related to this Agreement. 10. CONFIDENTIALITY All information and documents shared with Attorneys as well as all work performed by Attorneys in connection with this Agreement should be treated as strictly confidential. Moreover, all communications between Attorneys and City shall be treated as protected by the attorney-client privilege and the attorney work product doctrine. Accordingly, 25E-4 information received by Attorneys from City should be kept in a secure place, and no information about this work may be disclosed to any third party without City's prior written approval. Attorneys shall provide materials directly to the City Attorney, Sonia Carvalho, or selected members of her office, as directed by the City Attorney. All such information and any written product in connection with Attorneys` retention under this Agreement, shall be marked as "PRIVILEGED AND CONFIDENTIAL / ATTORNEY -WORK PRODUCT" and shall be the property of the City Attorney's Office, and shall be returned/provided to the Office of the City Attorney with all copies upon the request of the City Attorney. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Attorneys, disclosed in a publicly available source; (c) is in rightful possession of the Attorneys without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Attorneys without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Attorneys covenant that it presently has no interests and shall not have interests, direct or indirect, that would conflict in any manner with performance of services specified under this Agreement. 12. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other electronic communication in the manner provided in this Section, to the following persons: To City: Clerk of the Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702-1988 Facsimile (714) 647-6956 Courtesy Copy: City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Facsimile (714) 647-6515 To Attorneys: Eugene Ramirez, Esq. Manning & Kass, Ellrod, Ramirez, Trester, LLP 801 South Figueroa, 15th Floor Los Angeles, California 90017 Telephone: (213) 624-6900 Facsimile: (213) 624-6999 3 25E-5 A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Attorneys, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Attorneys. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terns and conditions hereof, shall not bind or obligate Attorneys or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any parties, which are not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Attorneys, Attorneys may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject of this Agreement performed by City personnel or by other Attorneys retained by City. 15. TERMINATION This Agreement may be terminated by City at any time. In such event, Attorneys shall be entitled to receive and the City shall pay Attorneys compensation for all services performed by Attorneys prior to receipt of such notice of termination. As a condition of such payment, Attorneys shall deliver to the City all files and records generated under this Agreement as of such date. Attorneys may terminate this agreement, subject to their obligation to provide written reasonable notice of at least thirty (30) days to arrange alternative representation. In such case, City agrees to secure new counsel as quickly as possible and to cooperate fully in the substitution of the new counsel as counsel of record in in the Actions. 16. DISCRIMINATION Attorneys 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. Attorneys affirm that it is an 4 25E-6 defined and prohibited by applicable lave, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Attontcys affirm that it is an equal opportunity employer and shall comply with all applicable tedeml, state and local laves and regulations. 17. JURISDICTION - VENUEThis Agreement has been cxcwtcd and delivered in the State ofC'aliflornia and the validity, interpretation, performance, and enforcement ofany of the clauses of this Agreement shall be detemtined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be [lie venue R)r any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. MISCELLANEOUS PROVISIONS Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the tents of this Agreement, and shall indemnify City fully, including reasonable costs and attonrey's fees, fbi- any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 19. COUNTERPARTS: SIGNATOR ES This Agreement may be executed in counterparts, secured via facsimile or a -mail transmission or otherwise, each of which shall be deemed to be an original. Photocopies of any executed counterpart shall have the same force and effect as an original. IN W ITN ESS WH,E R-EOF, the parties hereto have executed this Agreement the day and year first above written. ATTEST: Maria D. Huizar Clerk of the Council RECO.M.-MENDED FOR APPROVAL.: 4�r iNIA R. CARVj 1. City Attorney Office APPROVED AS TO FORAM SONIA R.,C'ARVALAC) Senior Assistant City Attorney CITY OF SANTA ANA Raul Godincz 11 City Manager NIANNING & KASS, ELLROD, RAM.IRIZ TR.ESTF.R, LLP Eug a ii ez, Esq. Pa 25E-7 25E-8 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JANUARY 16, 2018 TITLE: APPROVE AN AGREEMENT WITH ORANGE COUNTY CONSERVATION CORPS FOR LITTER ABATEMENT AND RECYCLING SERVICES (GRANT FUNDED) (STRATEGIC PLAN NO. 5, 2) C MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: �l»till ❑ As Recommended ❑ As Amended ❑ Ordinance on 1'1 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 the Orange County Conservation Corps for litter abatement and recycling services, for an 18 -month period beginning January 16, 2018, and ending on July 15, 2019, in the amount of $79,200, subject to nonsubstantive changes approved by the City Manager and City Attorney. DISCUSSION Assembly Bill 939 (AB939) mandates waste diversion from landfills and recycling program implementation. To assist cities in their implementation efforts, the Department of Resources Recycling and Recovery (CalRecycle), administers a grant program for cities and counties in support of beverage container recycling and litter cleanup activities. The City of Santa Ana is an annual applicant/recipient of these grant funds. Recently, CalRecycle narrowed the focus for new grant expenditures, requiring recipients to evaluate and implement other programming opportunities. In the CalRecycle 2016/2017 grant application cycle, grant funding was requested and approved to implement a litter abatement and recycling program utilizing the services of the Orange County Conservation Corps (OCCC). The OCCC empowers young adults from disadvantaged communities to earn a living while learning valuable employment skills through environmentally - based job training. The OCCC will provide a labor force to assist the City with alleyway litter abatement and recycling, which will include two Corps members and one Supervisor for 120 8 - hour days, and a stakebed truck. The total cost for the OCCC litter abatement/recycling program, including reporting, is $79,200. Implementation of this program will assist in removing illegal dumping of household furniture, 25F-1 Agreement with OC Conservation Corps January 16, 2018 Page 2 trash, and recycling, while providing employment opportunity to disadvantaged youth, increasing compliance with AB 939, and doing so with State -granted funding. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #2 (expand opportunities for conservation and environmental sustainability. FISCAL IMPACT Funds in the amount of $79,200 are budgeted and available in the Refuse Collection Service Fund (Account No. 06917640-62300) for expenditure in FY 2017-18, 2018-19, and 2019-20. Unspent encumbered funds will be carried forward into subsequent fiscal years. The estimated fiscal spending plan is as follows: Fiscal Year Amount FY 2017-18 (January — June) $59,400 FY 2018-19 (July — June) $17,300 FY 2019-20 (July) $2,500 TOTAL $79,200 �rep Mousavipour Executive Director Public Works Agency FM/MLM/CK Exhibit: 1. Agreement APPROVED AS TO FUNDS AND ACCOUNTS: I ItA -T �.Mr % �.J 1 ►� �a Francisco Gutierrez o Executive Director A Finance & Management Services Agency 25F-2 AGREEMENT TO PROVIDE LITTER ABATEMENT AND RECYCLING SERVICES THIS AGREEMENT is made and entered into this 16th day of January, 2018 by and between the Orange County Conservation. Corps ("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 City desires to retain a contractor having special skills, knowledge, and resources to assist the City with beverage container recycling and litter abatement programs in accordance with state mandates. B. Contractor represents that it is able and willing to provide such services to the City. Contractor's services will be funded through grant monies received by the City from the California Department of Resources Recycling and Recovery (CalRecycle). C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Contractor shall perform the services that are described in Exhibit A. Contractor's proposal is incorporated by reference as though fully set forth herein. 2. COMPENSATION a. City agrees to pay, and Contractor agrees to accept as total payment for its services under this Agreement, the rates and charges identified in Exhibit A. The total sum to be expended under the term of this Agreement shall not exceed $79,200. 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 continue through July.15; '2019; unless terminated earlier in accordance with Section 15, below. Page 1 of 7 Exhibit 1 25F-3 4. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ("Documents & Data"). Contractor shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractors prepare under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. —INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor 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 Contractor'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. Such insurance shall (a) name the City, its officers, employees, agents, and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. 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 Page 2 of 7 25F-4 owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Contractor, if Contractor 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, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Contractor 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 Contractor pursuant to this section: i. Contractor 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. 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. iv. Contractor shall supply City with a fully executed additional insured endorsement. f. If Contractor 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 Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by City. 7. INDEMNIFICATION Contractor agrees to defend, 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 negligent operations of the Contractor, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, Page 3 of 7 25F-5 damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code Section 2782.8, the above indemnity sball be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Contractor. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Contractor to the City pursuant to this Agreement. 9. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. 10. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either patty by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services. Page 4 of 7 25F-6 12. DISCRIMINATI®N Contractor 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. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations and as further specified in the certifications submitted in Contractor's proposal and incorporated in this Agreement by reference. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms ofthis Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void, Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other contractors retained by City. WNE M "!'I,__'u 1_1M. COW11 This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. Page of 25F-7 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 20. 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) Page 6 of 25F-8 P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 To Contractor: Orange County Conservation Corps 1853 N. Raymond Ave Anaheim, CA 92801 Fax: 714-956-1944 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 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 APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By John AAk Assistant City Attorney FOR APPROVAL: FRED MOUSAVIPOUR Executive Director, Public Works Agency CITY OF SANTA ANA Raul Godinez II City Manager CONTRACTOR: Name: Title: Page 7 of 7 25F-9 occc PROPOSAL: City of Santa Ana Litter Abatement and Recycling Program 0 1 ORANGE COUNTY CONSERVATION CORPS April 26, 2017 Christy Kindig Project Manager City of Santa Ana Re: City of Santa Ana Litter Abatement and Recycling Program Dear Ms. Kindig, The Orange County Conservation Corps (OCCC) proposes to provide a labor force to assist the city with their alleyway litter abatement and recycling program. OCCC will provide a labor force consisting of two (2) Corpsmembers and a one (1) Supervisor to assist the cityby collecting and recycle beverage containers, other recyclable material and litter. OCCC will record, weigh, and recycle the material on a monthly basis and provide a collection report to the city. The rate do not Include litter disposal costs, or any other fees If required. We sincerely appreciate your interest in collaborating with OCCC. Founded in 1993, OCCC is a private non-profit 501(c) (3) organization funded by grants, work contracts, donations and contributions. OCCC serves young adults who need support in the transition from adolescence to adult employability by providing work projects that benefit the community while instilling a work ethic and a sense of public service. In many cases, OCCC provides the first paid work experience for Orange County's young adults. Sometimes called a "Second Chance at Success," the OCCC is for some a last chance to avoid gangs, stay free of drug abuse, avert incarceration, and ultimately ensure a positive life for themselves as working, productive members of their community. OCCC's growth in Orange County depends directly upon the availability of projects like those of the City of Santa Ana. Sincerely, ✓rr Josh Volp Director of Operations Exhibit: Attachment A 25F-11 Attachement A Protect Bid For. City of Santa Ana - Litter and Recycling Date: 4/2612017 Hours Personnel: Rate Required Total Crew $ 27.50 2,880 $ 79,200 Additional Staff Expense $ Crew Breakdown: Number Hours/da Corpsmembers 2 8.00 Supervisor 1 8.00 Direct SuppliesEExpenses: Tools $ Equipment Rental $ Dumpsters $ Disposal Fees $ Fees/Permits $ Misc. Supplies $ Other $ Subtotal Supplies/Expenses 7-972575 Total Bid $ 25F-12 of Das Total Hours 120 1,920 120 960 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JANUARY 16, 2018 TITLE: ADOPTION OF AMENDEMENT #1 WITH THE SANTA ANA POLICE OFFICERS ASSOCIATION (SAPOA) MEMORANDUM OF UNDERSTANDING (MOU) (STRATEGIC PLAN NO. 4,61 CI_V MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: /1276091WR ❑ As Recommended ❑ As Amended ❑ Ordinance on 1b1 Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Adoption of an amendment #1 modifying the Memorandum of Understanding (MOU) with the Santa Ana Police Officers Association (SAPOA) regarding wages and other terms and conditions of employment. DISCUSSION The City and the SAPOA recently agreed to the terms outlined in the attached amended agreement (Exhibit 1) modifying the MOU. The terms of the amendment are to modify the way in which the salary adjustment listed in Article IV, section 4.3 B. and Retiree Health Savings Article XII, 12.2 was intended to be included in base pay as reportable compensation to CalPERS. CalPERS has determined that the way the current language reads that the 1 % increase in base pay effective July 1, 2017 would not qualify as PERS compensation. The intent of both the City and SAPOA was that this salary increase is to be factored into base salary and reported to PERS and qualified compensation. In order to comply with the ruling we are recommending the clean-up of language as follows: a.) Salary: Effective July 1, 2017, the base salary of employees covered by this MOU such as they are on that date, shall be increased by one percent (I%). b.) Retiree Health Savings: Effective July 1, 2017, all employees covered by this MOU will contribute two percent (2%) of their base salary plus pay additives through payroll deduction to a fund maintained by the Santa Ana Police Officers Association for the purpose of providing retiree health insurance premium reduction assistance. This payroll deduction for retiree 25G-1 Adoption of Amendment #1 SAPOA MOU January 16, 2018 Page 2 health insurance premium reduction assistance will continue until such time as the parties may mutually agree to end said reduction. 2. Additionally, effective October 1, 2017, and each October 1st thereafter, the City shall contribute an amount equal to three-quarters percent (.75%) of the bargaining unit's annual base salary, including pay additives (excluding overtime), to a fund maintained by the Santa Ana Police Officers Association for the purpose of providing retiree health insurance premium reduction assistance. STRATEGIC PLAN ALIGNMENT Approval of item allows the City to meet Goal #7 — Team Santa Ana, Objective #4, Establish employee compensation that attracts and retains a highly qualified workforce and Objective.#6, Provide a positive workplace environment that supports the health of its employees and celebrates its success. FISCAL IMPACT There is no fiscal impact associated with this action. Ellen Smiley Acting Executive Dire or Personnel Services Agency Exhibit: 1. Amendment SAPOA MOU #1 25G-2 FIRST AMENDMENT TO MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF SANTA ANA AND THE SANTA ANA POLICE OFFICERS ASSOCIATION FOR FISCAL YEARS 2017-18 THIS FIRST AMENDMENT to the above -referenced Memorandum of Understanding is entered into on January 16, 2018, by and between the Santa Ana Police Officers Association., a recognized employee bargaining group ("POA"), 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 Santa Ana City Council approved the Memorandum of Understanding for Fiscal Years 2017- 2018 between the City and the POA on July 5, 2017. B. The parties would like to clarify the language contained in the MOU regarding the salary adjustment and the Retiree Health Insurance Plan to better effectuate what the parties had originally intended. The Parties therefore agree: 1. ARTICLE IV, SECTION 4.313, SALARY ADJUSTMENTS, is amended to read as follows: B. Effective July 1, 2017, the base salary of employees covered by this MOU such as they are on that date shall be increased by one percent (10/6). 2. ARTICLE XII, SECTION 12.2A AND B, RETIREE HEALTH INSURANCE PLAN, is amended to read as follows: A. Members retiring on or after July 1, 1997, may be provided health insurance premium reduction assistance. B. Effective July 1, 2017, all employees covered by this MOU will contribute two percent (2%) of their base salary plus pay additives through payroll deduction to a fund maintained by the Santa Ana Police Officers Association for the purpose of providing retiree health insurance premium reduction assistance. This payroll deduction for retiree health insurance premium reduction assistance will continue until such time as the parties may mutually agree to end said reduction. C. Additionally, effective October 1, 2017, and each October In thereafter, the City shall contribute an amount equal to three-quarters percent (.75%) of the bargaining unit's annual base salary, including pay additives (excluding overtime), to a fund maintained by the Santa Ana Police Officers Association for the purpose of providing retiree health insurance premium reduction assistance. D. All bargaining unit employees and the Association shall hold the City harmless, defend and indemnify the City for any claims regarding the administration of, or the payment of, claims under any Association designated health insurance benefit plan. 3. Except as modified by this First Amendment, all terms and conditions of the Memorandum of Understanding between the City of Santa Ana and the Santa Ana Police Officers Association for Fiscal Years 2017-2018 shall remain in full force and effect. Page t of 2 25G-3 IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to the Memorandum of Understanding Between the City of Santa Ana and the Santa Ana Police Officers Association for Fiscal Years 2017-2018 on the date and year first written above. ATTEST MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By:�k 67�d��Jlt LAURA A. ROSSINI Senior Assistant City Attorney Page 2 of 2 25G-4 CITY OF SANTA ANA MIGUEL PULIDO Mayor RAUL GODINEZ, II. City Manager ELLEN SMILEY Acting Executive Director of Personnel Services Agency SANTA ANA POLICE OFFICERS ASSOCIATION GERRY SERRANO President REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JANUARY 16, 2018 TITLE: APPROVE PROFESSIONAL AGREEMENT WITH GARY LINNEMANN, M.D. TO PROVIDE DEPARTMENT OF TRANSPORTATION (DOT), PRE-EMPLOYMENT, POST -ACCIDENT, AND RANDOM DRUG AND ALCOHOL TESTING SERVICES. {STRATEGIC PLAN NO. 7, 6} Cl -*MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2n' Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of Council to execute the attached agreement with Gary Linnemann, M.D., subject to non -substantive changes approved by the City Manager and City Attorney, to provide Department of Transportation (DOT) mandated testing procedures for the period of November 16, 2017 through November 16, 2018, in the amount not to exceed $12,500. DISCUSSION The City of Santa Ana has approximately 1,000 full-time employees and 500 part-time employees working in jobs ranging from public safety to heavy labor to clerical and administrative positions. Offers of employment to prospective employees performing safety sensitive duties are conditional upon a successful completion of a pre-employment medical exam and drug test. In addition, periodical examinations are provided for current city employees as required by law or under special circumstances. Since May 18, 2015, the City has contracted with Dr. Linnemann to provide DOT mandated drug and alcohol testing services such as Pre-employment, Pre -assignment, Random, Reasonable Suspicion and Post Accident testing. The current agreement with Dr. Linnemann expired on June 30, 2017. Staff is recommending that the City enter into a one-year agreement with Dr. Linnemann to continue DOT mandated testing procedures per the attached agreement. During this time, the City will conduct a Request for Proposal (RFP) for such services. 25H-1 Professional Services Dr. Linnemann, M.D. January 16, 2018 Page 2 STRATEGIC PLAN ALIGNMENT Approval of 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. FISCAL IMPACT Funds are budgeted and available in the various departmental Contractual Services — Professional account (no. 62300). The estimated amount of expenditures in FY 2017-2018 is $6,250 and FY 2018-19 is $6,250. c Ellen Smiley Acting Executive Dir ctor Personnel Services Exhibit: 1. Gary Linnemann, M.D. Agreement APPROVED AS TO FUNDS AND ACCOUNTS: Fr n o Gutierrez 450 Executive Director Finance & Management Services Agency 25H-2 AGREEMENT TO PROVIDE DRUG AND ALCOHOL TESTING OF CITY EMPLOYEES THIS AGREEMENT is made and entered into this 16`h day of November, 2017 by and between GaryLirgi�tnann :D% ("Consultant'), and the City of Santa Ana, a charter city and municipal co' pOrafion organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The City desires to retain a medical consultant having special skill and knowledge and expertise in the field of health services to provide drug and alcohol testing of City employees, both during and after regular business hours, as needed. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES a. Consultant shall perform Department of Transportation (DOT) drug and alcohol testing, following DOT -mandated testing procedures as per 49 CFR, Part 40. Such testing shall include: Pre-employment; Pre -assignment; Random; Reasonable Suspicion; and Post -Accident b. Consultant shall maintain a current valid contract with a Substance Abuse and Mental Health Services Administration (SAMSHA) certified laboratory. c. Consultant shall perform non -DOT related reasonable suspicion and post -accident drug and alcohol testing. d. Turn -around time from specimen collection to obtained test results shall be two (2) working days for a negative test, and five (5) working days for a positive test. Page 1 of 9 25H-3 e. Consultant shall be available to perform above testing during regular business hours as well as after regular business hours, including evening and weekends. 2. COMPENSATION i a. The total sum to be expended under this Agreement shall not exce6_&S 2-'500, l lug the term of this Agreement. City Agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in Exhibit A, attached hereto and incorporated by reference. b. Payment by City shall be made within forty-five days (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 continence on the date first written above for one (:1 );;year: unless terminated earlier in accordance with Section 12, below. 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 au 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 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 Page 2 of 4 25H-4 aggregate. Such insurance shall (a) name the City, its officers, employees, agents, and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. 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 3700 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. 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 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 famished to the City upon execution of this Agreement and shall be approved by the City. 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. iv. Consultant shall supply City with a fully executed additional insured endorsement. 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 defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable Page 3 of 9 25H-5 relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Infonnation" 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 mariner with performance of services specified under this Agreement. 9. 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 affrnns that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. Page 4 of 9 25H-6 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 Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 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, 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 consultants retained by 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. As a condition of such payment, the Executive Director of the Personnel Services Agency may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of perfonnance specified in the Recitals of this Agreement. 13. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. Page 5 of 9 25H-7 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 hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 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. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 17. 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: 25H-8 Page 6 of 9 And Executive Director of the Personnel Services Department City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92701-1988 Fax: 714-647-6930 City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, CA 92701-1988 Fax: 714-647-6515 To Consultant: Dr. Gary Linnemann, M.D. 1534 East Warner Ave., Suite A Santa Ana, CA 92705 Fax: 714-557-5005 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded, [signature page to follow} Page 7 of 9 25H-9 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 APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: N•� Laura Rossini Senior Assistant City Attorney RECOMMENDED FOR APPROVAL: EDWARD RAYA Executive Director Personnel Services Department CITY OF SANTA ANA Raul Godinez II City Manager CONSULTANT: Gary Linnemann, M.D. 25H-10 Page 8 of 9 25H-11 EXHIBIT W (PAGE 1OF 1) PACIFIC MEDICAL CLINIC MISCELLANEOUS/DOT PRICE LIST PACIFIC MEDICAL CLINIC TYPE OF DRUG SCREEN COSI. PER TEST DOT NON-DOT'REASONABLE SUSPICION' DRUG SCREEN $fir DOT PRE-EMPLOYMENT DRUG SCREEN $45 NON -DOT PRE-EMPLOYMENT DRUG SCREEN $40 DOT RANDOM DRUG SCREEN $45 DOT RANDOM ALCOHOL SCREEN $25 DOT POST ACCIDENT DRUG AND ALCOHOL SCREEN $45 $35 + UDS AFTER-HOURS DRUG SCREENS CHARGE November 27, 2017 25H-12 EXHIBIT "A" (PAGE 1OF 1) PACIFIC MEDICAL CLINIC MISCELLANEOUS/DOT PRICE LIST PACIFIC MEDICAL CLINIC TYPE OF DRUG SCREEN COST PER TEST Dar/NON-DOT 'REASONABLE SUSPICION' DRUG SCREEN $45 DOT PRE-EMPLOYMENT DRUG SCREEN $45 NON -DOT PRE-EMPLOYMENT DRUG SCREEN $40 DOT RANDOM DRUG SCREEN $45 DOT RANDOM ALCOHOL SCREEN $25 DOT POST ACCIDENT DRUG AND ALCOHOL SCREEN $45 AFTER-HOURS DRUG SCREENS $35 + UDS CHARGE November 27, 2017 25H-13 25H-14 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JANUARY 16, 2018 TITLE: APPROVE AN AGREEMENT AMENDMENT WITH KNOWLWOOD ENTERPRISES, INC. FOR PROVIDING FOOD CONCESSION SERVICES AT THE SANTA ANA ZOO (STRATEGIC PLAN NO. 6, 1B) CIA,MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 16' 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 agreement amendment with Knowlwood Enterprises, Inc., to extend the term of the agreement on a month-to-month basis for a period not to exceed six months, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION On October 26, 2017 the Parks, Recreation and Community Services Agency (PRCSA) issued a Request for Proposal (RFP) to solicit firms for concessionaire services at the Santa Ana Zoo at Prentice Park. PRCSA is working on completing the RFP process, but will require additional time before a firm can be awarded an agreement. Since the current concessionaire agreement is set to expire on January 31, 2018, PRCSA is requesting an extension of the existing agreement on a month-to-month basis for a period not to exceed six months to allow city staff time to complete RFP process and award an agreement at a future City Council Meeting. All other terms and conditions of the agreement will remain the same. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #4 (Support neighborhood vitality and livability.), Strategy B (Improve neighborhood quality by locating or providing access to complementary services and public facilities, including access to healthy food options (community gardens, farmers' markets, corner markets, etc.) in neighborhoods.). FISCAL IMPACT Revenue received for the additional period of this agreement will be deposited in the Zoo Food Sale Concession revenue account (no.01113002 53313). 251-1 Agreement Amendment with Knowlwood Enterprises, Inc. January 16, 2018 Page 2 TG� o Mouet Executive Director Parks, Recreation and Community Services Agency APPROVED AS TO FUNDS AND ACCOUNT: ' FranciscoGutierrez Executive Director Finance and Management Services Agency EXHIBIT: 1. Agreement Amendment — Knowlwood Enterprises, Inc. 251-2 FOOD SERVICE CONCESSIONS AGREEMENT WITH KNOWLWOOD ENTERPRISES THIS AGREEMENT is made and entered into this 16th day of January, 2017 by and between Kiiowlwood Enterprises, Inc., a California Corporation ("Concessionaire"), 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 City desires to retain a Concessionaire having special skill and knowledge in the field of foods service concessions for the Santa Ana Zoo comparable with "high level" industry practice. B. Concessionaire has provided said services to the City since January 2011 and represents that it is able and willing to provide such services to the City. C. City and Concessionaire agree to a limited term agreement for said services similar to the prior Agreement and extensions exercised under Agreement No. A-2010-039. C. In undertaking the performance of this Agreement, Concessionaire represents that it is knowledgeable in its field and that any services performed by Concessionaire under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Concessionaire shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully aiid�dt�ly�b�iplete thefood concession services at the an a Anaoo escn'bed an set forth in the attached Scope of Services identified as Exhibit A, attached hereto and incorporated by reference. 2. COMPENSATION In consideration for the concession rights granted by this Agreement, Concessionaire agrees to pay the city a monthly concession fee of $2,800 per month, in advance. The payment is due on the 0 of each month. For the initial month only, services for a partial month shall be prorated on a daily basis. A 3% late fee will be added if payment is not received by the 10th of the month. Page 1 of 9 3. TERM This Agreement shall commence on the date first written above on a month-to-month basis, not to exceed six (6) months, unless terminated earlier in accordance with Section 13, below. 4. INDEPENDENT CONTRACTOR Concessionaire 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 Concessionaire performs the services which are the subject matter of this Agreement; however, the services to be provided by Concessionaire shall be provided in a manner consistent with all applicable standards and regulations governing such services. Concessionaire 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, Concessionaire shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Concessionaire 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 Concessionaire'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 propert}--damage,—in—the—total—amount of--$-1;000;000—per—oecur ence—with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. 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 3700 of the Labor Code, Concessionaire, if Concessionaire 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, Concessionaire agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. Page 2 of 9 d. If Concessionaire is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit ofnot less than $1,000,000 per claim with $2,000,000 in the aggregate. C. The following requirements apply to the insurance to be provided by Concessionaire pursuant to this section: i. Concessionaire 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. 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. iv. Concessionaire shall supply City with a fully executed additional insured endorsement. f. If Concessionaire 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 Concessionaire's right to be paid for its time and materials expended prior to notification of termination. Concessionaire 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 Concessionaire agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operafions of the Concessionaire, its-suhcontractors agents employeesror—other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Concessionaire further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Page 3 of 9 y 7. RECORDS Concessionaire shall keep records and invoices in connection with the work to be performed under this Agreement. Concessionaire 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 Concessionaire under this Agreement. All such records and invoices shall be clearly identifiable. Concessionaire 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. Concessionaire 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 Concessionaire under this Agreement. 8. CONFIDENTIALITY If Concessionaire receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Concessionaire agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Concessionaire disclosed in a publicly available source; (c) is in rightful possession of the Concessionaire without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Concessionaire without reference to information disclosed by the City. 9. CONFLICT OF INTEREST CLAUSE Concessionaire 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. 10. DISCREVIINATION Concessionaire 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. Concessionaire affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. Page 4 of 9 E32LSP ' 1 11. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Concessionaire, 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 Concessionaire. 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 Concessionaire or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 12. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Concessionaire, Concessionaire 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 Concessionaires retained by City. 13. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Concessionaire shall be entitled to receive and the City shall pay Concessionaire compensation for all services performed by Concessionaire prior to receipt of such notice of termination, subject to the following conditions: a cunuitiono suc payment, Hie Executive Director of the Parks, Recreation and Community Services Agency may require Concessionaire to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Concessionaire 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. 14. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not Page 5 of 9 similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies 15. 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. 16. PROFESSIONAL LICENSES Concessionaire shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Concessionaire 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. 17. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 18. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this .1 .. V. 111 W11L111 ,' MLU ,llau UG uccuicu w oe propeny given a aeuverea 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 �M Page 6 of 9 With courtesy copies to: Executive Director, Parks, Recreation and Community Services Agency City of Santa Ana 20 Civic Center Plaza (M-23) P.O. Box 1988 Santa Ana, California 92702 Fax: 714-647-4211 To Concessionaire: Knowlwood Enterprises, Inc. 17654 Newhope Street, Ste. H Fountain Valley, CA 92708 Fax: 714-729-9214 Sonia R. Carvalho City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Fax: 714- 647-6515 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. IN WITNESSWHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA Maria D. Huizar Raul Godinez II Clerk of the Council City Manager APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: OLS 4 _ Laura A. Rossini Senior Assistant City Attorney KNOWLWOOD ENTERPRISES, INC.: By: Title: Page 7 of 9 RECOMMENDED FOR APPROVAL: GERARDO MOUET Executive Director, Parks, Recreation and Community Services Agency 1 Page 8 of 9 I AA1117 �1 SCOPE OF SERVICES y,L EXHIBIT "A" I. SCOPE A. PROJECT DESCRIPTION This specification outlines the service expectations for the food concessionaire that operates the Santa Ana Zoo at Prentice Park concession building. The concession building totals 2,488 sq. ft. of which 704 sq. Ft. is provided for food preparation and sales. Friends of Santa Ana Zoo (FOSAZ) operates the gift shop and has exclusive rights for the gift shop and souvenir items; however, the food service concessionaire may sell souvenir drink cups and other items approved by the Zoo Manager. The Zoo concession facility is a full service food operation that is capable of providing a variety of hot and cold meals, beverages, and snack food items. It is equipped with a large grill, The successful vendor will be responsible for providing a deep fat fryer, ice machine, refrigerator and freezer, soft drink dispensers, Icee machines, ice cream freezer, microwave, coffee maker, popcorn machine, or churro warmer and any other equipment needed. The Zoo has a large private picnic area and 150 -seat amphitheater that is available to the City and FOSAZ for special events. The City and/or FOSAZ reserve the right to hire another caterer for special events at the Zoo. Private parties are under no obligation to use the Zoo concessionaire. Concessionaire may be given the opportunity to bid on food service for those events and will be given a 10 -day notice of such events. Annual attendance at the Zoo ranges from 250,000 to 275,000 with the busiest months being March through August. The Zoo is open every day of the year except Christmas Day and New Year's Day. The Zoo is open to the public from 10:00 a.m. to 5:00 p.m. daily except for Saturdays and Sundays from Memorial Day through Labor Day when hours are 10:00 a.m. to 6:00 p.m. B. SATELLITE CARTS Satellite food/beverage stations are possible at the following locations: 1. Carrousel plaza — between the carousel line and the train rides. 2. Elephant ring — food stand and carts next to the elephant ride. Any other satellite stations will have to be pre -approved by the Zoo Manager.. C. OBJECTIVES I.Provide excellent food service at reasonable prices. 2.Conduct a clean and efficient operation. 3.The food concession operation should be consistent with and enhance the Zoo image. 4 -The operating hours shall be consistent with those of the Zoo. Any exceptions to these hours must be approved by Zoo Manager. 5.Upon Zoo Manager's approval the concessionaire may also sell beyond Zoo hours to patrons through outside service window. D. CITY RESPONSIBILITIES I. City will maintain the exterior of the structure and landscaping except for trash and debris around eating area tables and chairs. 2. City will provide paid utilities including water, trash, electricity, and gas. 3. City will communicate with the concessionaire regarding events organized by the Zoo or Friends of Santa Ana Zoo. 4. City will provide staff contact as liaison for communication and problem resolution. 5. City reserves the right for independent audit of concession operations. E. CONCESSIONAIRE RESPONSIBILITIES 1. Provide food service to Zoo visitors that meet standards of quality and service as mutually agreed by concessionaire and Zoo Manager. Fast food menu is acceptable providing there are varieties of "healthier" menu alternatives. 2. The Zoo Manager must approve all menu items, pricing and marketing material. Some food items may be restricted due to possible problems related to excessive litter or potential animal health issues. 3. Provide on-site manager who has current food service handler's certification from the Orange County Health Department. 4. Meet sanitation and food preparation standards as established by the Orange County Health Department. 5. Have and maintain Santa Ana City business license. 6. Secure an ABC License for the sale of beer and wine and maintain requirements for same. q%6 of t,POP .-A .. r. r.0 -ill --i- L _11___ . _ -- -•-•-••••• ••yp•�••.al ay -1c "GUMM: 1JIre0[Or 01 Parks, Recreation &Community Services. 7. Concessionaire is responsible for hiring and compensating employees, including all applicable payroll taxes and deductions. Concession employees are not considered City employees. 8. Provide adequate staff to meet visitor demands, which vary with season and day. 9. Maintain a regular schedule of cleaning and sanitation of interior of food service facility and equipment, and proper recycling of deep fat fryer cooking oil. The concessionaire is responsible for repairs to interior of food service area subject to City approval. The concessionaire is also responsible for any repairs to any equipment and facilities damaged due to concessionaire's negligence. r 10. Tenant improvements and move in to be done by concessionaire in conjunction with the OC Health approval. 11. Continually maintain front of concession stand clean which includes cleaning tables and chairs, picking up all trash and empting trash cans. In addition, all trash cans must be emptied at the end of each business day. Trash from inside the facility may be enclosed in proper containers behind the facility in the service area but must be removed to the Zoo's dumpsters on a daily basis before closing. No plastic bags of trash or cardboard boxes are to be stacked in the service area. This is necessary for vermin control. 12. Provide such equipment as necessary for food service operation that is not part of the permanent fixtures of the facility. 13. Provide supplies for food preparation, cleaning and sanitation, and trash containment. 14 -Provide theme based marketing such as graphics, menus, and operational materials. F. CONCESSION FEE In consideration for the rights obtained hereunder, Concessionaire shall pay $2,800 per month, payable on the first day of each month for the following month. For example: rent for October is due on October I at. A 3% late fee will be added if payment is not received by the 10th of the month. G. SPECIAL CONSIDERATIONS AT A ZOO FACILITY Because of special requirements and considerations for Zoo animal safety, special restrictions may be necessary asfaras items sold; food packaging, location of portable carts, etc. The Zoo Manager must approve all menu items, packaging and cart locations (or changes to above). H. VISITOR SERVICES Customer satisfaction and visitor service is of utmost importance. It is mandatory that our food concessions be run in an efficient, courteous manner by staff that is clean and neatly dressed, presenting a Positive imaaeJorshe_7_nn_Rnna�.--.-...,:,._ _._ x __ ... . uniform" approved by Zoo Manager, 1. TENANTIMPROVEMENTS Concessionaire shall provide detailed plans of all tenant improvements to be completed and submitted to City by 90 days after the commencement of the agreement. All non-structural tenant improvements shall be completed by six months after the commencement of the agreement. All structural tenant improvements shall be completed by one year after commencement of the agreement. Concessionaire shall work with City on a more detailed timeline once details of tenant improvements are available. REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JANUARY 16, 2018 TITLE: APPROVE AN AGREEMENT AMENDMENT WITH PROFESSIONAL SPORTS FIELD MAINTENANCE, INC. FOR INFIELD MAINTENANCE AND MISCELLANEOUS SERVICES {STRATEGIC PLAN NO. 6, 113} C Y MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2"' 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 Professional Sports Field Maintenance, Inc. for infield maintenance and miscellaneous services in District 4 by modifying the scope to provide additional services, executing the first of two, one-year extensions from February 1, 2018 through January 31, 2019 and increasing the agreement amount by $21,417, which includes a 10% contingency, subject to non -substantive changes approved by the City Manager and the City Attorney. DISCUSSION On January 19, 2016 the City entered into a two-year agreement with two, one-year renewal options with Professional Sports Field Maintenance, Inc. (PFSM) for the infield maintenance in district 4. Since then the City has incurred a need for additional services. City staff is requesting to modify the scope with PFSM to provide the following: -Maintenance of the decomposed granite trail at Thornton Park (a result of a claim made again the City) -Perform infield maintenance during the Rookie Ball Season at Jerome Park -Renovate and mow the cricket pitch sport turf at Centennial Park The cost for the additional services is $1,622.50 per month or $19,470 per year. An additional 10% is being added as a contingency for a total annual increase of $21,417. Lastly, since the agreement is set to renew on February 1, 2018 for another year the agreement amendment also contains language for the extension. 25J-1 Agreement Amendment with Professional Sports Field Maintenance January 16, 2018 Page 2 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 B (Equitably maintain existing streets and associated assets in a state of good repair so they are clean, safe and aesthetically pleasing for all users). FISCAL IMPACT Funds are available in the following accounts for the specified fiscal years: Park Maintenance (no. 01113250-62320) Ae's"�Z av"r'j Gerardo Mouet Executive Director Parks, Recreation and Community Services Agency EXHIBIT: Agreement Amendment $8,924 $21,417 $12,493 APPROVED AS TO FUNDS AND ACCOUNT: Francisco Gutierrez 811 Executive Director Finance and Management Services Agency 25J-2 FIRST AMENDMENT WITH PROFESSIONAL SPORTS FIELD MAINTENANCE, INC. TO PROVIDE BALL DIAMOND MAINTENANCE SERVICES THIS FIRST AMENDMENT to the above -referenced agreement is entered into on January 16, 2018, by and between Professional -Sports Field Maintenance; Inc., a California corporation ("Consultant ), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The parties entered into Agreement #A-2016-004, dated January 19, 2016 ("Agreement,), by which Consultant agreed to provide in -field ball diamond maintenance services at City parks in Districts 1 and 4. B. The original term of the Agreement was from February 1, 2016 through January 31, 2018 and provides for two (2) one-year extensions. C. The parties wish to amend the Agreement to: 1) increase the scope of services at City parks located in.Distric$4; 2) increase the compensation to pay for the increased services; and 3) exercise the 1' of the two (2) one-year options to extend the term of the Agreement. The Parties therefore agree: Section 1, SCOPE OF SERVICES, is amended to increase and include additional services as set forth in the attached Exhibit A-1 to this First Amendment to the Agreement as they pertain to District 4. 2. Section 2.a., COMPENSATION, is amended to include the rates and charges listed in Exhibit A-1 to this First Amendment. The total -annual sum to be expended under this Agreement shall be increased in the amount of $21,4-17; The sum of this amount is comprised of a base amount of $19,470 and a 10% contingency of $1,947 for work assigned at the sole discretion of the City. The combined total annual sum for each year under the term of this Agreement shall not exceed $136,021. Section 3, TERM: By operation of this First Amendment to the Agreement, the parties agree to exercise the option to extend the Agreement for the first of the two (2) one-year renewal options. The term of the Agreement is hereby extended from Febrnary-1;:2018 until -January 31, 2019. 4. Except as modified by this First Amendment, all terms and conditions of the Agreement shall remain in full force and effect. [signature page to follow] Page 1 of 2 y IT M IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to the Agreement on the date and year first written above. ATTEST MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By: &,W ACU •IF . 6W,( LAURA A. ROSSINI Senior Assistant City Attorney RECOMMENDED FOR APPROVAL GERARDO MOUET Executive Director, Parks, Recreation and Community Services Agency CITY OF SANTA ANA RAUL GODINEZ II City Manager CONSULTANT Name: Title: Page 2 of 2 ELig IPP 1 Exhibit A-1 Scope of Work Amendment 1. District#4 Thornton Park- $5,040 per year or $420 per month 1.1 Contractor shall service the decomposed trail one (1) time per month. 1.1.1 Contractor shall follow infield maintenance specification for the performance of maintaining the decomposed granite trail. 1.1.2 Contractor shall add Gail Materials NexPave Wax Coated Aggregate to the trail to make the trail level and free of depressions, ruts, etc. 2. District#4 Jerome Park - $3,600 per year or $300 per month 2.1 Contractor shall perform five (5) day per week infield maintenance, per infield maintenance specifications, to Jerome Park infields during Rookie Ball Season (see the Reservations Office for schedule) 3. District#4 Centennial Park - $3,410 per year or $284.17 per month 3.1 Contractor shall mow the cricket pitch sport turf one (1) time on Friday afternoon, the day before Saturday games. The Contractor shall follow the ball diamond infield sport turf specification in its entirety in the performance of this work. 4. District#4 Centennial Park - $7,420 per year or $618.34 per month 4.1 Contractor shall one (1) time per year renovate the cricket pitch: 4.1.1 Contractor shall remove existing cricket pitch turf and sub -base to 6"deep. 4.1.2 Contractor shall install sandy -loam approved top soil, compact to satisfaction of the Director's Representative and grade level (laser grade quality). 4.1.3 Prior to sod installation, Contractor shall irrigate the soil and apply CA Organic Phytaboost 7-1-2 at 600#/acre and CA Organic Compel compost at 300#/acre to the sub -base top soil. 4.1.4 Contractor shall hire West Coast Sod to install 1-1/2" West Coast Sod 'Bandera' thick cut sod level and roll with a 1.5 ton clean asphalt roller to assure a compacted and level playing surface. 4.1.5 Contractor shall top dress finished sad with USGA top dress sand, being careful to fill any seams. 4.1.6 Contractor shall hand water the pitch daily until the sod has rooted (can no longer be lifted up by hand). Annual Cost of Amendment - $19,470 Contingency of 10% - $1,947 Total Amendment - $21,417 y,1- ; 25J-6 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JANUARY 16, 2018 TITLE: APPROVE AGREEMENTS WITH AZTECA SYSTEMS FOR ASSET MANAGEMENT SOFTWARE LICENSING AND MAINTENANCE, AND WITH WOOLPERT, INC., FOR DATA COLLECTION AND SOFTWARE IMPLEMENTATION SERVICES (STRATEGIC PLAN NO. 6, 1) ' !q CITY M6NAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1n Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER 1. Authorize the City Manager and Clerk of the Council to execute an agreement with Azteca Systems for licensing, maintenance, and support for specialized asset management software to be used in the Public Works Agency, for the three-year term beginning January 16, 2018, through January 15, 2021, in an amount not to exceed $75,000 per year, with the option to renew annually after the end of the initial term by payment of the fees for the next maintenance period, subject to nonsubstantive changes approved by the City Manager and City Attorney. 2. Authorize the City Manager and Clerk of the Council to execute an agreement with Woolpert, Inc., for the collection of asset inventory data and the implementation of specialized asset management software used in the Public Works Agency, for the three-year term beginning January 16, 2018, through January 15, 2021, with the option to renew for two additional two- year terms, exercisable by the City Manager and the City Attorney, in an amount not to exceed $966,033, which includes a contingency of $87,821, subject to nonsubstantive changes approved by the City Manager and City Attorney. DISCUSSION Of the many goals and objectives outlined in the City's Five -Year Strategic Plan, Strategic Goal No. 6, Objective 1, focuses on Community Facilities, Infrastructure, and the establishment and maintenance of a Community Investment Plan for all City assets. Successful implementation of this strategic goal will require an investment in both Geographical Information Systems (GIS) and Enterprise Asset Management technologies. The Public Works Agency manages various assets including the street system (pavement, sidewalks, medians, etc.), traffic control devices, (signs, signals, striping), water and wastewater infrastructure, and other major assets (streetlights, storm drains, etc.). The value of these assets 25K-1 Agreement with Azteca Systems and Woolpert, Inc., for Asset Management Software and Implementation Services January 16, 2018 Page 2 is in the billions of dollars. However, the City does not have a,comprehensive system of tracking assets in terms of their condition and optimizing the maintenance cycle of these assets. The Benefit of Asset Management Using a comprehensive asset management program to track and maintain assets will help staff in anticipating and mitigating potential asset failures in advance. This program will also result in safety and substantially achieving and increasing the life expectancy of the assets with full operational capacity and at safe performance levels. Ultimately, this translates into millions of dollars in savings through extending the life of these assets. Asset Management and GIS in Santa Ana The Public Works Agency is currently using Cityworks from Azteca Systems to manage work orders for the water and sewer infrastructure, but is not using the asset management features of the software. In this first phase of the Asset Management Implementation Project, Water and wastewater assets will be migrated into the asset management system for testing in parallel with the current system to ensure compatibility. Efforts will also be focused on the assets in the following categories: pavement, traffic control devices, street lights, storm water control, and refuse collection. Implementation efforts in the area of refuse collection will be focused on improving the City's response to customer issues based on service locations and tracking refuse related assets. Additional assets will be included in future phases as funding is budgeted. The industry standard for asset management programs requires integration with Geographical Information Systems (GIS). By combining the City's Asset Management Program with the collection of asset GIS data, the City will further its goal of achieving a comprehensive Enterprise GIS, as well. Although the Public Works Agency manages its GIS program and is considered the heaviest user of GIS in the City, ultimately the benefits of this GIS -based Asset Management Program could be extended to every City agency that has assets in its portfolio (i.e., parks and playgrounds, City buildings and facilities, City -owned properties, etc.). An assessment of the City's GIS and Asset Management needs was concluded in May 2017. The consultant's final report included specifications for an asset management software system that would meet the City's requirements. In progressing toward the next phase of the project, on September 19, 2017, a Request for Proposals (RFP) was issued seeking a qualified firm(s) to provide Asset Management Software and Implementation Services (Exhibit 1). To offer the City a wider range of software options, asset management implementation firms were allowed to partner with third -party software providers. The RFP also specified that the Proposer, if capable, could offer GIS data collection services for an additional fee. Upon award of the agreement, the City would allow the selected Proposer to assess the City's data inventory needs and collect the asset information required to implement the software. Selection Process Six firms submitted proposals, which were reviewed by staff from the Public Works Agency and the Information Technology Agency. The ranking criteria included the firms' experience and methodologies, and the features and capabilities of the software. The top four firms were invited to the interview phase of the RFP process, and the final ranking is as follows: 25K-2 Agreement with Azteca Systems and Woolpert, Inc., for Asset Management Software and Implementation Services January 16, 2018 Page 3 The team of Azteca Systems & Woolpert, Inc., achieved the highest overall score. Azteca Systems is a sole -source provider of Cityworks asset management software, but they do not offer implementation services. Woolpert, Inc., would provide the implementation services and GIS data collection. Project Timeline Scope Timeline PROPOSED FEE FIRM / TEAM SCORE IMPLEMENTATION SOFTWARE July — October 2018 System Finalization October 2018 — January 2019 $75,000/yr., Azteca Systems & Woolpert 90.00 $378,212.00 unlimited PWA users $ /A Azteca Systems & Psomas 84.00 $399,999.00 unlimitted ed P PWA users Implementation fee includes MaintStar Inc. 76.25 $349,500.00 hosted, proprietary software $75,000/yr., Infor & Advoco 66.75 $391,003.20 up to 37 users The team of Azteca Systems & Woolpert, Inc., achieved the highest overall score. Azteca Systems is a sole -source provider of Cityworks asset management software, but they do not offer implementation services. Woolpert, Inc., would provide the implementation services and GIS data collection. Project Timeline Scope Timeline Project Implementation Planning & Workflow Analysis March — June 2018 System Configuration June — October 2018 Develop Application Interfaces & Customizations July — October 2018 System Finalization October 2018 — January 2019 System Go -Live February 2019 Ongoing System Enhancement, Support and Phase Two Planning and Implementation February 2019 — January 2021 Based on the results of the RFP process, staff is recommending entering into an agreement with Azteca Systems for the licensing of the asset management software in Public Works in an amount not to exceed $75,000 per year for three years (Exhibit 2). Staff is also recommending entering into an agreement with Woolpert, Inc., for a total amount not to exceed $966,033, comprised of $378,212 for Asset Management Implementation Services, up to $500,000 for GIS Asset Inventory Data Collection, and a 10% contingency in the amount of $87,821 for additional services to be elected at the City's sole discretion (Exhibit 3). STRATEGIC PLAN ALIGNMENT 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). ENVIRONMENTAL IMPACTS There is no environmental impact associated with this action. 25K-3 Agreement with Azteca Systems and Woolpert, Inc., for Asset Management Software and Implementation Services January 16, 2018 Page 4 FISCAL IMPACT The project costs for the three-year term of these agreements are summarized as follows: VENDOR PROJECT COSTTOTAL $47,883 Azteca Systems Asset Management Software Licensing $225,000 $225,000 $75, 000 annually) Woolpert, Inc. Asset Management Software $378,212 Implementation Special Gas Tax $500,000 $966,033 GIS Data Collection $5,844 02917620-62300 $87,821 10% Contingency Federal Clean Water Enterprise $68,735 TOTAL PROJECT NOT TO EXCEED: $1,191,033 Project funding and estimated spending plan for FY 2017-18 and subsequent fiscal years are identified in the table below. In future years, the funding distribution will be re -budgeted based on fund availability. Transportation Engineering $0 $47,883 $26,844 $8,801 01117620-62300 Traffic Signal Maintenance Special Gas Tax $27,427 $18,080 $4,110 $5,844 02917620-62300 Federal Clean Water Enterprise $68,735 $45,309 $10,300 $14,645 05717640-62300 Water Enterprise $121,489 $80,083 $18,205 $25,886 06017645-62300 Maintenance Enterprise Sanitation $33,317 $21,962 $4,992 $7,099 06817643-62300 Refuse Collection Enterprise $109,710 $72,318 $16,440 $23,376 06917640-62300 Construction Engineering $0 $71,483 $40,074 $13,139 08617611-62300 Design Engineering $0 $81,723 $45,815 $15,022 08617612-62300 Development Engineering $54,855 $36,159 $81220 $11,688 10117605-62300 FISCAL YEAR TOTALS: $415,533 $475,000 1 $175,000 $125,500 TOTAL PROJECT FUNDING: $1,191,033 25K-4 Agreement with Azteca Systems and Woolpert, Inc., for Asset Management Software and Implementation Services January 16, 2018 Page 5 Fred Mousavipour Executive Director Public Works Agency 14 ` lJa < Ciulla C of Technology Innovations Officer I ormation Technology Department APPROVED AS TO FUNDS & ACCOUNTS: anciscbJGutierrez Executive Director Finance & Management Services Agency FM/MLM/TB Exhibits: 1. RFP #17-101— Enterprise Asset Management Software Selection and Implementation Services 2. Agreement with Azteca Systems 3. Agreement with Woolpert, Inc. 25K-5 25K-6 Exhibit 1 REQUEST FOR PROPOSALS (RFP) FOR ENTERPRISE ASSET MANAGEMENT SOFTWARE SELECTION AND IMPLEMENTATION SERVICES RFP NO.: 17-101 CITY OF SANTA ANA PUBLIC WORKS AGENCY 20 Civic Center Plaza Santa Ana, CA 92701 Trevor Burgan Project Manager (714) 647-5657 Office tburgan@santa-ana.org fnr Release - iFred Mousavipour Executive Director Public Works Agency KEY RFP DATES (Subject to change at discretion of City): Issue Date: September 19, 2017 Deadline for Requests for Information: October 5, 2017; 9:00am Proposal Due Date: October 19,2017; 4:00pm. Presentation/Interviews: November 1-2,2017 Projected Award Date: December 5, 2017 City of S9iJKKgJ¢P 17-101 NOTICE INVITING PROPOSALS NOTICE IS HEREBY GIVEN that proposals will be received from qualified firms for the ENTERPRISE ASSET MANAGEMENT SOFTWARE SELECTION AND IMPLEMENTATION SERVICES project. Responses to this Request for Proposals (RFP) will be accepted until Thursday October 19 2017 at 4.00 p.m. Proposals received after this date/time will not be considered. It is the responsibility of the Proposer to ensure that any proposals submitted have sufficient time to be received by the City of Santa Ana prior to this proposal due date and time. Proposals shall be enclosed in a sealed envelope and marked clearly with following information, formatted as follows: "SEALED PROPOSAL FOR RFP NO. 17-101 ENTERPRISE ASSET MANAGEMENT SOFTWARE SELECTION AND IMPLEMENTATION SERVICES IN THE CITY OF SANTA ANA DO NOT OPEN WITH REGULAR MAIL." City of Santa Ana Ann.: Trevor Burgan Public Works Agency; 20 Civic Center Plaza; 4th Floor Reception, Ross Annex Santa Ana, CA 92701 Proposals shall be mailed hand delivered or sent by courier service Proposals shall NOT be sent via telegraphic, electronic, or facsimile. All notifications, updates, and addenda will be posted on the City's RFP Bid page at www.santa-ana.orp,/bids- rbs. Proposers shall be responsible for monitoring the site to obtain information regarding this solicitation. Failure to respond to required updates may result in a determination of a non-responsive proposal. City of Sant63 6P 17.101 TABLE OF CONTENTS GENERAL II. PROPOSAL TERMS AND CONDITIONS..........................._........................................................................................4 A. EXAMINATION...................................................................................................................................................5 B. EXECUTION OF AGREEMENT.........................................................................................................................5 C. PROPOSAL VALIDITY.......................................................................................................................................5 D. PRE -CONTRACTUAL EXPENSES.....................................................................................................................5 E. JOINT OFFERS/SUBCONSULTANTS...............................................................................................................5 III. INSTRUCTIONS TO PROPOSERS................................................................................................................................5 AWARD OF AGREEMENT...........................................................................................................................................10 A. REQUEST FOR COUNCIL ACTION................................................................................................................10 B. EXECUTION OF AGREEMENT.......................................................................................................................10 A. CITY RESPONSIBILITIES..................................................................................................................................5 IMPLEMENTATION......................................................................................................................................................10 A. KICK-OFF MEETING........................................................................................................................................10 B. NOTICE TO PROCEED......................................................................................................................................10 B. PROPOSER RESPONSIBILITIES........................................................................................................................5 PUBLIC RECORDS........................................................................................................................................................10 C. REQUEST FOR INFORMATION OR CLARIFICATION..................................................................................6 D. ADDENDA............................................................................................................................................................6 E. LICENSES & PERMITS.......................................................................................................................................6 F. INSURANCE.........................................................................................................................................................6 G. PAYMENT INFORMATION PACKET...............................................................................................................6 H. PRE -PROPOSAL MEETING................................................................................................................................6 I. CITY RIGHT TO REJECT....................................................................................................................................7 A. J. PROTESTS............................................................................................................................................................7 B. IV. SUBMITTAL REQUIREMENTS..................................................................................................................................... AWARD OF AGREEMENT...........................................................................................................................................10 A. REQUEST FOR COUNCIL ACTION................................................................................................................10 B. EXECUTION OF AGREEMENT.......................................................................................................................10 A. GENERAL.............................................................................................................................................................7 IMPLEMENTATION......................................................................................................................................................10 A. KICK-OFF MEETING........................................................................................................................................10 B. NOTICE TO PROCEED......................................................................................................................................10 NUMBER OF COPIES AND SIGNATURE PUBLIC RECORDS........................................................................................................................................................10 1. ..........................................................................................7 2. DEADLINE.............................................................................................................................................7 B. PROPOSAL CONTENTS......................................................................................................................................7 1. STATEMENT OF QUALIFICATIONS..................................................................................................7 2. SCOPE OF SERVICES & SCHEDULE.................................................................................................9 3. FEE PROPOSAL.....................................................................................................................................9 4. CERTIFICATIONS.................................................................................................................................9 V. PROPOSAL REVIEW (CONSULTANT SELECTION)...............................................................................................9 A. EVALUATION AND RATING............................................................................................................................9 B. SELECTION..........................................................................................................................................................9 VI. AWARD OF AGREEMENT...........................................................................................................................................10 A. REQUEST FOR COUNCIL ACTION................................................................................................................10 B. EXECUTION OF AGREEMENT.......................................................................................................................10 VII. IMPLEMENTATION......................................................................................................................................................10 A. KICK-OFF MEETING........................................................................................................................................10 B. NOTICE TO PROCEED......................................................................................................................................10 VIII. PUBLIC RECORDS........................................................................................................................................................10 APPENDIX ATTACHMENT 1: SCOPE OF WORK ATTACHMENT 2: STANDARD AGREEMENT ATTACHMENT 3: CERTIFICATIONS ATTACHMENT 4: ADDITIONAL PROVISIONS City of L�rg&a JFP 17-101 ''o fmal I. GENERAL Nature of Work: The City of Santa Ana is seeking to select and implement an Enterprise Asset Management software solution. A detailed Scope of Work is included in ATTACHMENT 1: SCOPE OF WORK in the Appendix of this RFP. Number of Proposals and Signature, The submittal shall include: • Four (4) hard copies and one (1) digital file on a labeled USB Flash Drive (or equivalent). One of the hard copies shall be marked as "ORIGINAL" and shall be signed by a company official with the power to bind the company. • One (1) copy of your Fee Proposal shall be submitted. See ATTACHMENT 1: SCOPE OF WORK for additional information regarding the Fee Proposal submittal. Proposal Evaluation and Rating: The criteria for evaluating the proposals submitted will take the following items into consideration: • Firm/Team Experience 20% • Understanding of Need / Scope of Work 30% • Relevant Project Experience / References 10% • Software Functionality 25% • Fee 15% The City has established a proposal review committee to evaluate proposers based on the response to the RFP, which includes adherence to outlined directions and format, and the City evaluation criteria set forth above. A final score will be calculated for each submitted proposal and used to rank the proposers. Term of Contract Agreement: Subject to City Council approval, the City desires to enter into a contract with the selected firm(s) for an initial three (3) year term with a City option for two, two (2) year extensions. This term is outlined in the Standard Consultant Agreement, as contained in ATTACHMENT 2: STANDARD AGREEMENT in the Appendix of this RFP. Il. PROPOSAL TERMS AND CONDITIONS By submitting a proposal, the Proposer acknowledges that it has thoroughly examined and accepts the Terms and Conditions of this RFP as described below: City of Santa Ana RFP 17-101 2 011 PH .410 A. EXAMINATION Proposer represents that it has thoroughly examined and become familiar with the services and responsibilities required this RFP and that it is capable of effectively and efficiently performing quality work to achieve the City's objectives. Any attachments referenced herein or any interpretations, clarifications, or amendments subsequently posted in the relation to this RFP are fully incorporated. B. EXECUTION OF AGREEMENT The City and the selected Proposer will enter into an Agreement similar to that as shown in ATTACHMENT 2: STANDARD AGREEMENT in the Appendix of this RFP. If a Proposer is unwilling or unable to execute an Agreement within thirty (30) days after being notified of selection under this RFP, the City reserves the right to select the next most qualified Proposer or call for new proposals, whichever the City deems most appropriate. C. PROPOSAL VALIDITY Services, pricing, and warranties indicated in a respondent's proposal must be valid for a period of six (6) months after the submission of the proposal. D. PRE -CONTRACTUAL EXPENSES Santa Ana shall not, in any event, be liable for any pre -contractual expenses incurred by Proposers in the preparation of its proposal. E. JOINT OFFERS/SUBCONSULTANTS Two or more Proposers may submit a single proposal in response to this RFP as long as there is a clear distinction as to which tasks each Proposer will perform. While the City intends to contract with a single firm, it may decide to contract with multiple firms separately. Should the use of sub -consultants be offered, the Proposer shall provide the same assurances of competence for the sub -consultant plus the demonstrated ability to manage and supervise the subcontracted work. Sub -consultants shall not be allowed to further subcontract with others for work under the Agreement. The provisions of the Agreement shall apply to all sub -consultants in the same manner as the Proposer. III. INSTRUCTIONS TO PROPOSERS A. CITY RESPONSIBILITIES The City will provide information in its possession relevant to preparation of required information in RFP. The City will provide only the staff assistance and documentation specifically referred to herein. B. PROPOSER RESPONSIBILITIES Point of Contact: The selected Proposer will assume responsibility for all services in its proposal. The selected Proposer shall identify a sole point of contact with the greatest knowledge in regard City of25 eff 17-101 to the required service operations and contractual matters, including payment of any and all charges resulting from the Agreement. Evidence of Financial Capacity: Proposer may be requested to submit its most recent audited financial statement, evidencing Proposer's financial capacity to fully perform the required services, including provision of equipment and personnel expenses over a ninety (90) day period. If said financial statement does not reflect full ninety (90) day operational capacity, Proposer may include a letter of credit as evidence of supplemental capacity. C. REQUEST FOR INFORMATION OR CLARIFICATION All questions or requested clarifications shall be made in writing via e-mail to the Project Manager (contact information as noted on the cover page to this RFP) by or before the "Deadline for Requests for Information" date noted on the cover page of this RFP. No verbal requests or responses will be accepted. Significant interpretations or clarifications will be addressed via addenda to this RFP, as indicated below in SECTION III.D "ADDENDA". D. ADDENDA Any changes in RFP from the date of release to date of submittal will result in an addendum or amendment. Notification of such addendum or amendment shall be posted on City's website, www.santa-ana.ore/bids-rfos E. LICENSES & PERMITS The selected Proposer shall be required to obtain a City of Santa Ana Business license within ten (10) business days of selection and must provide a copy to the City Project Manager or designee prior to commencing any work in Santa Ana. Additionally, Proposer will be responsible for obtaining any licenses/permits required by the Scope of Work. F. INSURANCE The selected Proposer shall provide the required evidence of insurance coverage as set forth in the standard agreement within ten (10) business days after receipt of notice of award. G. PAYMENT INFORMATION PACKET The selected Proposer shall return a completed payment information packet within ten (10) business days after the successful Proposer has received notice that the agreement has been awarded. The packet is available on the City's website: www.santa-ana.org/bids-rft)s H. PRE -PROPOSAL MEETING A pre -proposal meeting, if scheduled, will occur on the date, time, and location identified on the cover page of this RFP. The meeting will include discussion of the project scope and a question - and -answer session. It is highly recommended that the Proposer's key team members attend this meeting. Significant interpretations or clarifications will be addressed via addenda to this RFP, as described above in SECTION III.D "ADDENDA". City of Santa Ana RFP 17-101 25KA 2 I. CITY RIGHT TO REJECT The City reserves the right to reject any or all proposals submitted and no representation is made hereby that any agreement will be awarded pursuant to this RFP or otherwise. The City reserves the right to accept or reject the combined or separate components of this proposal in part or in its entirety or to waive any minor inconsistency, informality or technical defect in the proposal. The City reserves the right to reject, replace, and approve any and all subcontractors. All subcontractor(s) shall be identified in the response to the RFP. Subcontractors shall be the responsibility of the successful Proposer and the City shall assume no liability of such subcontractors. J. PROTESTS Proposers with concerns or rebuttal of any staff determination of non -responsiveness or non - responsibility may submit, in writing, within five (5) business days, to the Project Manager, any concerns regarding the RFP process or staff determination. Such writing shall be considered by the City Manager or his designated representative, and may be acted upon within five (5) business days. If no action is taken within such time, there shall be no change to the staff determination. The exercise by Proposer of its right to submit written concerns shall be a condition precedent to seeking judicial review of any award of a contract hereunder. IV. SUBMITTAL REQUIREMENTS A. GENERAL 1. NUMBER OF COPIES AND SIGNATURE Refer to SECTION I "GENERAL" above. 2. DEADLINE Proposals are due to the City of Santa Ana at the date, time, and location set forth above in the Notice Inviting Proposals. B. PROPOSAL CONTENTS A responsive proposal shall contain the following documentation: 1. STATEMENT OF QUALIFICATIONS The Statement of Qualifications shall be limited to a MAXIMUM of (10) DOUBLE -SIDED PAGES (excluding front and back covers, section dividers and attachments such as resumes, forms). Font size shall be minimum 11 -point Arial. Proposal exhibits shall be maximum 11" x 17". The Statement of Qualifications includes the following: a. Cover Letter Proposals shall include a letter signed by a principal or authorized representative who can make legally binding commitments for the entity. Include type of business entity. The City of tarn JP 17-101 cover letter will specify the key contact for the proposal and include the following information. • Name of the key contact. • Phone number of the key contact. • E-mail address of the key contact. If this information is missing from the cover letter, the proposal may be considered non- responsive and may not be accepted. b. Agreement Statement Proposal shall include a statement ouflining your concurrence or concerns with any and all provisions as contained in the standard agreement attached as ATTACHMENT 2: STANDARD AGREEMENT in the Appendix of this RFP. c. Firm and Team Experience Proposal shall include a profile of the firm's experience. Include resumes of project team/sub-contractors that outline their technical and design experience. Should multiple firms choose to submit one proposal together, they should include information for both firms. At a minimum, this should include the project manager/principal agent, associates in charge when project manager/principal agent is unavailable, key personnel, firm size, and an organization chart identifying only those who will perform work for the proposed project and the percentage of each individual's time devoted to this project. The project manager/principal agent shall be the primary contact person to represent your firm. d. Understanding of Need Proposal shall include an outline which demonstrates the firm's understanding of the scope of work. This outline should include anticipated approach, tasks necessary for successful completion, and suggestions or special concerns that the City should be made aware of. e. Relevant Project Experience / References Proposal shall include a list of relevant nroiects which your firm or personnel have completed within the last ten (10) years, including significant work with public agencies. Project information should include reference information, such as project description, year completed, client name, along with a person to contact and their telephone number/e-mail address. Availability Proposal shall include a written statement which provides information on the Proposer's current workload and how this project would be accommodated (availability of skilled labor force). This information should be included for all identified members of the project team. (Example statement: The project manager will complete 80% of the proposed project and will allocate 60% of his total time to the proposed project.) City of Santa Ana RFP 17-101 26KA 4 2. SCOPE OF SERVICES & SCHEDULE Proposal shall include a Scope of Services and Project Schedule which details the work phases to be completed, the tasks to be accomplished, the deliverables to be provided, and the schedule/timeline to complete the project, based upon the requested Scope of Work, detailed in Attachment 1, which is included in the Appendix of this RFP. The proposal shall also include the completed Uniform Response Matrix as detailed in the Scope of Services. The Scope of Services and Project Schedule shall be limited to a MAXIMUM of (5) DOUBLE - SIDED PAGES. Font size shall be minimum 11 -point Arial. Proposal exhibits shall be maximum 11" x 17". 3. FEE PROPOSAL Proposer's fee proposal shall be submitted concurrently with the technical proposal, but in a separately sealed envelope, clearly labeled as "Fee Proposal." This shall include the firm's Standard Hourly Fee Schedule, and/or a Project Fee Schedule where applicable and as outlined in the Scope of Work. Where fees are NOT included as part of evaluation criteria, the fee proposal will not be opened until the proposals have been evaluated by the proposal selection committee. The City will select the consultant based on qualifications, and then negotiate a contract price based on available funding. Where fees ARE included as part of the evaluation criteria, the fee proposal will be opened and reviewed concurrently with the proposal, and weighted per the percentage identified in SECTION I "GENERAL" above. 4. CERTIFICATIONS The following forms, included in ATTACHMENT 3: CERTIFICATIONS in the Appendix of this RFP, shall be signed and included as part of the proposal submittal package: • Non -Collusion Affidavit • Non -Lobbying Certification • Non -Discrimination Certification V. PROPOSAL REVIEW (CONSULTANT SELECTION) A. EVALUATION AND RATING Refer to SECTION I "GENERAL" above. B. SELECTION The committee may choose to interview the top ranking proposers. The City will recommend award of the agreement to the proposer(s) who will provide the best quality and value to the City. City reserves the right to begin negotiations and enter into an agreement without interview or further discussions. City oft 4naFF 17-101 VI. AWARD OF AGREEMENT A. REQUEST FOR COUNCIL ACTION Following evaluation and rating by the proposal review committee, the Executive Director will recommend award of an agreement to the proposer providing the best quality and value to the City. B. EXECUTION OF AGREEMENT A standard agreement is included as ATTACHMENT 2: STANDARD AGREEMENT in the Appendix of this RFP. "Proposer" will hereinafter be referred to as "Consultant" in standard agreement. The term of the agreement will begin after the agreement is fully executed, and all required bonds, insurance documents and contents of the payment information packet have been received and approved. VII. IMPLEMENTATION A. KICK-OFF MEETING A kick-off meeting will be held after award of contract. Consultant and its team will meet with City of Santa Ana staff to conduct introductions, and discuss scope of services and implementation process. B. NOTICE TO PROCEED Following the kick-off meeting, a formal Notice to Proceed (NTP) may be issued after the agreement is fully executed, and all insurance documents and contents of the Payment Information Packet have been received and approved. VIII. PUBLIC RECORDS All responses to the RFP shall become property of the City, and proposals will become public record after award of agreement. Proposer information identified as proprietary information shall be maintained confidential, to the extent allowed under the California Public Records Act. City of n nStaKA 9 17-101 CITY OF SANTA ANA RFP NO.: 17-101 ENTERPRISE ASSET MANAGEMENT SOFTWARE SELECTION AND IMPLEMENTATION SERVICES Appendix ATTACHMENT 1: SCOPE OF WORK Introduction and Background The purpose of this RFP is to solicit proposals from software suppliers, value added resellers and/or system integrators, working together or separately, who can demonstrate that they possess the organizational, functional, and technical capabilities to provide and implement an Enterprise Asset Management System (EAMS)/Computerized Maintenance Management System (CMMS) solution that meets the City's needs and is tightly integrated with ESRI ArcGIS. Santa Ana is the county seat and second most populous city. in Orange County, California. The United States Census Bureau estimated its 2011 population at 329,427, making Santa Ana the 57th most -populous city in the United States. Santa Ana is located in Southern California, adjacent to the Santa Ana River, about 10 miles (16 km) away from the California coast. Founded in 1869, the city is part of the Greater Los Angeles Area, the second largest metropolitan area in the United States with almost 18 million residents in 2010. Proiect Objectives The objective of this project is to develop and implement software that manages infrastructure asset -related data relating to field inspections, asset management, work order management, lifecycle management, asset criticality, and replacement planning and reporting. The City has set an initial budget of approximately $400,000 for the implementation effort and $75,000 for the acquisition of software licensing. The City desires a two-year implementation schedule for tasks outlined in the scope of work. The City will work with the selected Consultant to prioritize the work to ensure that higher priority projects are completed first and within the City's initial budget. The overall goal of the EAMS is to provide the City with the following benefits • Provide the City with industry standard "best practices" for the management of City -owned assets. • Improve overall service responsiveness and accountability • Improve data integrity and reduce staff hours spent in locating key data • Allow the City to maximize its infrastructure investment by scheduling asset maintenance before failure (lifecycle analysis). The ideal essential features and functions of this software will: • Enable field operations via a mobile application related to GIS -based assets and related work management to perform and schedule preventative maintenance or inspection tasks. • Provide standard and customizable reports, executive dashboards and metrics related to asset management. • Host a configurable application accessible via a standard Internet browser that enables automation of asset related tasks, inputs for asset criticality and other lifecycle analysis (for example, COF/POF). • Manage documents associated with specific assets and systems either by linking to an existing EDMS or internally within the EAMS. • Tightly integrate with ESRI ArcGIS and use GIS -based attributes and related tables for system functions, calculations, and reporting. 25K-17 CITY OF SANTA ANA RFP NO.: 17-101 ENTERPRISE ASSET MANAGEMENT SOFTWARE SELECTION AND IMPLEMENTATION SERVICES • Implement a complete commercial off-the-shelf (COTS) software application solution that provides full functionality in a single, integrated solution. This RFP is focused on the implementation of the EAMS/CMMS for the Public Works Agency and does not include data collection or implementation tasks for other City agencies or departments. CURRENT ASSET MANAGEMENT ENVIRONMENT Santa Ana's Public Works Agency (PWA) builds and maintains the infrastructure and services that serve the community. PWA currently uses a variety of non-integrated solutions for asset management and service request tracking. Asset Management applications at the City represent various software and databases that are used for specific departmental purposes. The current asset management approach is characterized by disjointed and inadequate approaches for asset policy development, asset inventory, work management, information gathering and analysis, and information systems integration. The existing approaches represent a mix of historical practices and newer modernization initiatives that have emanated from silos of varying business practices. The following list illustrates the collection of asset management -related applications serving specific purposes within the Public Works Agency of the City. Most of the applications reference information is location based with some integrated with underlying GIS technology. • App -Order — web -based service request management; tracks requests for service among various departments (i.e. MySantaAna). • Arbor Access Online - hosted software used by West Coast Arborists to track tree inventory, maintenance history, and work orders. • CIP Database — The City uses a custom SQL server database application to manage CIP project information. • Citvworks — used by Public Works Water Division for work order management at pump stations, reservoirs, and lift stations. • Bentley CivilStorm — used for modeling the storm drain network. • IDModeline Sedaru — used by PWA for hydraulic modeling. • iWater— InfraMan — mobile field work management software used by PWA Water. • PAVER / StreetSaver — pavement management software used by PWA Engineering. • Traffic Division Database Applications — Microsoft Access Database applications used to track requests for service, installations of signs and pavement markings, etc. • Transdyn Dynac SCADA — used by PWA Water to monitor and control production facilities, reservoirs and distribution network. Mobile Computing Mobile computing provides field users with access to applications and data that are spatially enabled to assist in recording and analysis of data based on location. The following mobile applications for asset management are currently being used by the City. • Cit orks — used for Public Works Water plant maintenance work orders, but designed for field use in utility distribution system and facility asset maintenance. • iWater — InfraMau —used by Public Works Water for managing water distribution system maintenance activities. 25K-18 CITY OF SANTA ANA RFP NO.: 17-101 ENTERPRISE ASSET MANAGEMENT SOFTWARE SELECTION AND IMPLEMENTATION SERVICES • Ann -Order — citizen engagement phone application for graffiti tracking, utility maintenance requests, city sign inventory and maintenance requests, illegal dumping, and other service requests. The Public Works Agency desires to integrate the results of these efforts into one solution, starting with the assets that are not currently managed and then eventually progressing to the migration of all assets into one unified system. Description of Work SCOPE OF SERVICES Using the findings from the City's recently completed Enterprise GIS and Asset Management Implementation Plan project, the City has established a base level of requirements for the CMMS/EAMS. Using these requirements the City will select a CMMS/EAMS solution from the results of this RFP. The City intends to enter into an agreement to purchase software licenses from the selected Vendor. Software requirements The City desires an integrated "off-the-shelf' solution that will meet its core requirements out of the box with minimal modifications, but the City is not opposed to customization if it is required. The goal of this strategy is to optimize system utilization for all users, improve response times, reduce errors, reduce manual efforts, improve analytical capabilities, and improve customer service. The City intends to minimize its total cost of ownership without any degradation in performance and level of service, and to implement a system in which it can remain on the system's upgrade path with minimal cost and business impact. • The City is looking for the most cost-effective approach to license acquisition. This could be either an enterprise license for all users of the City at one annual cost or it could be concurrent, user -based licenses purchased in set quantities as the user base increases over time. • If possible, the City desires to acquire the licenses incrementally and gradually purchase software licenses as GIS/Asset data is made available and modules are ready for implementation. • The City desires a licensing model that does not restrict use by named user and allows the City to have maximum flexibility during implementation. • The Vendor may offer multiple proposals for license acquisition and the City will choose the proposal that best fits its needs. For the purpose of uniform response, the City has prepared a response matrix so the proposals can be easily compared. The uniform response matrix is available as a digital file via the City website or by e -mailing the project manager listed on the front page of the RFP. Uniform Response Matrix Instructions: • For each numbered line, input a brief response in the Vendor Response column: Y Functionality is supported by current release of the software. 3P Supported by third party software (i.e. — software not provided as a part of this proposal). C Customization is required to meet this requirement. 25K-19 CITY OF SANTA ANA RFP NO.: 17-101 ENTERPRISE ASSET MANAGEMENT SOFTWARE SELECTION AND IMPLEMENTATION SERVICES F Future functionality: Planned for release in a future version of the software. N I Function is not supported. • Add any additional information in the Vendor Comment column. Proposers should avoid modifying the structure of the rows and columns in the file. • Include both a printed and a digital version of the Uniform Response Matrix with your submitted proposal. Acceptable file format is Microsoft Excel 2010 or above. • Submittals that do not include the uniform response matrix will be considered NON- RESPONSIVE and will not be accepted. For this RFP, the City intends to select a Vendor or Vendors to assist with the completion of the tasks as described below. Task One: Collect and Develop Asset / GIS Data for PWA - The City currently has several areas where GIS based asset data is either inadequate or missing. For this task, the selected implementation consultant will assist the City with creating an inventory of existing assets to determine what datasets currently exist, the quality of those datasets and what kind of information still needs to be collected for the best utilization in the selected CMMS/EAMS software package. The selected consultant will then provide general cost estimates to complete each data collection project so the City can prioritize and budget accordingly. Depending on the ability of the selected consultant to perform GIS data collection tasks, the City may or may not choose to release separate RFPs for the identified tasks. The selected consultant is expected to perform the following tasks: • Develop a detailed list of all PWA related assets according to the following priorities: • High Priority o Pavement (Review existing data, recommend method for integration into EAMS/CMMS) o Traffic Control Devices (signs, striping, signals, etc.) • Medium Priority o Street lights (city -owned & non -city -owned for LED conversion project) o Flood control devices (storm drains, catch basins, culverts, etc.) o Sidewalks, including ADA Ramps Low Priority o Street Trees & Median features o City Monuments, Other ROW Features o Etc. Determine what effort is required for the listed/discovered assets to ensure the implementation in the EAMS/CMMS is successful (GIS data collection, schema / attribute development, etc.). o Develop a GIS attribute schema that is compatible with the selected EAMS/CMMS and also works with the ESRI Local Government Information Model (LGIM). o Create a data development plan that describes the methodology and processes that will used to collect and develop the proposed GIS asset layers. o Convert existing GIS features to match the newly proposed EAMS/CMMS formats. Based on industry experience, the selected Vendor(s) will provide cost estimates to collect the 25K-20 CITY OF SANTA ANA RFP NO.: 17-101 ENTERPRISE ASSET MANAGEMENT SOFTWARE SELECTION AND IMPLEMENTATION SERVICES data and may also issue a proposal to collect the information if they are capable. The City may choose to release separate RFPs for data collection tasks as needed. Task Two: Develop Detailed EAMS Workflows and Integrations for PWA – In coordination with the City the selected Consultant(s) will develop new workflows as well as refine and improve upon the existing workflows created during the Enterprise GIS and Asset Management Implementation Plan project. The consultant will conduct workflow design workshops for all identified asset groups based on priority and tailor the workflow for the best integration for the selected EAMS. The selected Consultant will also identify areas that may require customization of the selected EAMS software and what may be required to integrate the EAMS with existing City systems. It is the goal of the City to use a minimally modified, off-the-shelf system. Excessive customizations to meet City requirements are not desirable and will only be considered if there are no other viable alternatives. The selected Consultant is expected to perform the following tasks: • Review existing City workflows as they pertain to maintaining PWA assets and conduct workflow design workshops for all identified asset groups. Diagram results as needed. • Develop new EAMS/CMMS based workflows and refine the existing workflows that were created during the Enterprise GIS and Asset Management Implementation Plan project. • Determine required mobile hardware needed for implementation of the newly designed EAMS workflows (cell phones vs. tablets, operating system standardization, etc.). The selected Consultant will work with the City to install, configure and test the workflows on the mobile hardware prior to "go live" • The City desires the ability to also use the EAMS to integrate with an existing CIP project database developed by the City. The integration should be able to display project locations on a map and report on status. If the required customizations exceed available funding, the selected Consultant will prioritize based on discussions with the City. • The selected Consultant will identify, design, and execute the customizations needed to integrate the EAMS/CMMS with existing City systems. If the required customizations exceed available funding, the selected Consultant will prioritize based on discussions with the City. Configuration and Training for PWA – In coordination with the City the selected consultant will install and configure the selected EAMS software and provide any customizations that are required to support City operations. The selected consultant will offer multiple training workshops prior to "go live" and will continue to offer on-site support during the rollout of the software. The selected Consultant is expected to perform the following tasks: • CMMS Installation Plan [document]—Develop a detailed installation plan for the EAMS/CMMS software. Coordinate with City staff to ensure the technical requirements for the EAMS/CMMS software match the proposed hardware and network configurations. The plan should also address any specific backup and restore procedures required for the selected software. • CMMS Configuration Workshops [event]—a series of meetings to establish the CMMS software configuration requirements. • CMMS Configuration Report [document]—a document describing the intended CMMS configuration, including employees, service request templates, work order templates, and custom inspections, and so forth. • CMMS Installation and Configuration [event]—installation and configuration of the core CMMS software, including system integrations, in accordance with the CMMS Install Plan and CMMS 25K-21 CITY OF SANTA ANA RFP NO.: 17-101 ENTERPRISE ASSET MANAGEMENT SOFTWARE SELECTION AND IMPLEMENTATION SERVICES Configuration Report. The CMMS Install Plan should be updated to reflect actual installation logins and parameters used in order to serve as system documentation. • Legacy System Data Migration [event]—migration of work activity history information from legacy systems, as may be defined in the CMMS Install Plan. • CMMS User Guides and System Administration Guide [documents]—copies of the commercial documentation. • Development Review Workshops [event]—onsite or web meetings to review progress with the CMMS configuration. • Training Materials [document]—materials that will be used for office end-user and system administration training. • Acceptance Test Plan [document]—describes the tests that will be performed to evaluate and accept the CMMS configuration. • Tester Training [event]—training session(s) for the City acceptance testing team. • Acceptance Testing [event] --City testing in accordance with the approved test plan. • Training Plan [document]—a document describing who, what, and when for upcoming training sessions. • Office End User Training Sessions [events]—training sessions for office -based users. • Production Rollover [event]—transition users and data from legacy system(s) to new CMMS system in accordance with the CMMS Install Plan. • Rollout Support [event]—support to office users during production rollout of core applications. • System Administration Training [events]—training sessions for CMMS system, configuration, and database administrators. After the completion of the initial three tasks, the City intends to use the selected Consultant for additional EAMS/CMMS implementation work even if it is not explicitly defined in the scope of work of this request. This will allow the City to continue to work toward a complete and functional enterprise system. FEE PROPOSAL INSTRUCTIONS The City requires a firm, fixed-price proposal with clearly defined deliverables based on the task descriptions in this request. The proposer should provide the total number of hours required to complete the project and also include the hourly rates of all team members working on the project. After the final selection has been made, the City will enter into negotiations with the Consultant to clarify the work performed based on the City's priorities for implementation. CITY RESPONSIBILTIES The City will assign a project manager to oversee the progress of the project and other services as needed throughout the contract. The City's Information Technology staff will assist the selected consultant as needed throughout the installation process if the proposed solution is installed on the City's network. The City will provide access to information contained within its databases as necessary and will assist the selected Consultant in the integration process as mutually determined. Please note the deadline for requests for information below. If required, the City will release one addendum to 25K-22 CITY OF SANTA ANA RFP NO.: 17-101 ENTERPRISE ASSET MANAGEMENT SOFTWARE SELECTION AND IMPLEMENTATION SERVICES address all requests for information after the deadline has passed. Requests received after the deadline will not be answered. Schedule of Events Issue Date: September 19, 2017 Deadline for Requests for Information: October 5, 2017; 9:00am Proposal Due Date: October 19, 2017; 4:00pm. Shortlist determined: October 24-26, 2017 Presentation/Interviews: November 1-2, 2017 Final Selection & Negotiations November 6, 2017 Projected Award Date: December 5, 2017 All dates are subject to change at the discretion of the City. 25K-23 CITY OF SANTA ANA RFP NO.: 17-101 ENTERPRISE ASSET MANAGEMENT SOFTWARE SELECTION AND IMPLEMENTATION SERVICES Appendix ATTACHMENT 2: STANDARD AGREEMENT 25K-24 CITY OF SANTA ANA RFP NO.: 17-101 ENTERPRISE ASSET MANAGEMENT SOFTWARE SELECTION AND IMPLEMENTATION SERVICES CONSULTANT AGREEMENT CITY OF SANTA ANA THIS AGREEMENT is made and entered into this day of , 2016 by and between '(hereinafter "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"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of: B. Consultant represents that Consultant is able and willing to provide such services to the City C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Scope of Services - Exhibit A, attached hereto and incorporated by reference. The Scope of Services shall include a Schedule for the Delivery of Services, which shall be delivered as prescribed, beginning upon the City's issuance of a Notice to Proceed. 2. COMPENSATION City agrees to pay, and Consultant agrees to accept as total payment for its services for City, an amount not to exceed $ in accordance to rates and charges identified in Compensation - Exhibit B, attached hereto and incorporated by reference, and in accordance with Section 18. k� 1411161 This Agreement shall commence on [enter a "Start Date" or "the date first written above"] for a number (#) year term with the option for the City to grant up to a number (#)-year renewal option(s) exercisable by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below. 25K-25 Page 1 of CITY OF SANTA ANA RFP NO.: 17-101 ENTERPRISE ASSET MANAGEMENT SOFTWARE SELECTION AND IMPLEMENTATION SERVICES 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. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE 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 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. Such insurance shall (a) name the City, its officers, employees, agents, and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insured's provisions. 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 25K-26 Page 2 of 9 CITY OF SANTA ANA RFP NO.: 17-101 ENTERPRISE ASSET MANAGEMENT SOFTWARE SELECTION AND IMPLEMENTATION SERVICES owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 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 with $2,000,000 in the aggregate. C. 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 by the City. 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. iv. Consultant shall supply City with a fully executed additional insured endorsement. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to fiunish 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. INDEMNIFICATION To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its officers, agents and employees (collectively, the "indemnified parties") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a claim; collectively, "claims"), to any work performed or services provided under this Agreement arising out of, relating to or pertaining to the negligence, recklessness or willful misconduct of Consultant, its principals, officers, agents, employees, vendors, suppliers, contractors, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable for any or all of them. Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the indemnified parties from any claim arising 25K-27 Page 3 of CITY OF SANTA ANA RFP NO.: 17-101 ENTERPRISE ASSET MANAGEMENT SOFTWARE SELECTION AND IMPLEMENTATION SERVICES from the sole negligence or willful misconduct of the indemnified parties. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Consultant. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services. Conflict may be further specified in Certifications - Exhibit C, attached hereto and incorporated in this Agreement by reference. 25K-2$ Page 4 of 9 CITY OF SANTA ANA RFP NO.: 17-101 ENTERPRISE ASSET MANAGEMENT SOFTWARE SELECTION AND IMPLEMENTATION SERVICES 12. 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 and as further specified in Certifications - Exhibit C, attached hereto and incorporated in this Agreement by reference. 13. 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 Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 15. 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. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 25K-29 Page 5 of CITY OF SANTA ANA RFP NO.: 17-101 ENTERPRISE ASSET MANAGEMENT SOFTWARE SELECTION AND IMPLEMENTATION SERVICES 16. 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. 17. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 18. PAYMENTS & INVOICES a. Payment by City shall be made within 45 days (forty-five) 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. b. Invoices should be submitted on the 15th of each month and shall include the following information at a minimum: i. Consultant's invoice number and City's agreement number ii. Beginning and ending dates for services iii. City Project and/or Task Order number and/or name (if applicable) iv. Work site address/location (if applicable) V. Tasks or deliverables completed and percentage (%) of total services completed. vi. Remaining Overall and Task Order budget available 19. MISCELLANEOUS PROVISIONS a. Additional provisions, if any, are identified as Additional Provisions, Exhibit D, attached hereto and incorporated into this Agreement by reference. b. 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. C. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 25K-30 Page 6 of 9 CITY OF SANTA ANA RFP NO.: 17-101 ENTERPRISE ASSET MANAGEMENT SOFTWARE SELECTION AND IMPLEMENTATION SERVICES 20. 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: Fred Mousavipour Executive Director, Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, California 92702 Fax: (714) 647-5635 To Consultant: Consultant Company Name Address City, State, Zip Fax: (000) 000-0000 Sonia R. Carvalho City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Fax: (714) 647-6515 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 25K-31 Page 7 of 9 CITY OF SANTA ANA RFP NO.: 17-101 ENTERPRISE ASSET MANAGEMENT SOFTWARE SELECTION AND IMPLEMENTATION SERVICES 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 APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Jose Sandoval Chief Assistant City Attorney RECOMMENDED FOR APPROVAL: FRED MOUSAVIPOUR Executive Director Public Works Agency CITY OF SANTA ANA Cynthia J. Kurtz Interim City Manager CONSULTANT: Consultant Company Name (name) (title) Tax ID# 25K-32 Page 8 of 9 CITY OF SANTA ANA RFP NO.: 17-101 ENTERPRISE ASSET MANAGEMENT SOFTWARE SELECTION AND IMPLEMENTATION SERVICES EXHIBIT A SCOPE OF SERVICES (from Attachment 1 of RFP, and/or Consultant Proposal) [remove this note when assembling Agreement] EXHIBIT B FEE PROPOSAL, including hourly rates (from separately sealed envelope included with Consultant Proposal) [remove this note when assembling Agreement] EXHIBIT C CERTIFICATIONS (from Attachment 3 of RFP) [remove this note when assembling Agreement] EXHIBIT D ADDITIONAL PROVISIONS (from Attachment 4 of RFP) EXHIBIT E UNIFORM REPONSE MATRIX (from Attachment 5 of RFP) 25K-33 Page 9 of 9 CITY OF SANTA ANA RFP NO.: 17-101 ENTERPRISE ASSET MANAGEMENT SOFTWARE SELECTION AND IMPLEMENTATION SERVICES APPENDIX ATTACHMENT 3: CERTIFICATIONS 25K-34 CITY OF SANTA ANA RFP NO.: 17-101 ENTERPRISE ASSET MANAGEMENT SOFTWARE SELECTION AND IMPLEMENTATION SERVICES NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) In conformance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived, or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any other BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non -collusion Affidavit is part of the Proposal. BIDDERS are cautioned that making a false certification may subject the certifier to criminal prosecution. Signed State of California County of Subscribed and sworn to (or affirmed) before me on this day of , 20_, by proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me Notary Public Signature Notary Public Seal 25K-35 Page 1 of 1 CITY OF SANTA ANA RFP NO.: 17-101 ENTERPRISE ASSET MANAGEMENT SOFTWARE SELECTION AND IMPLEMENTATION SERVICES NON -LOBBYING CERTIFICATION The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the malting of any Federal grant, the malting of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form -LLL, 'Disclosure of Lobbying Activities," in conformance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such subrecipients shall certify and disclose accordingly. Signed: Title: Firm: Date: 25K-36 Page I of CITY OF SANTA ANA RFP NO.: 17-101 ENTERPRISE ASSET MANAGEMENT SOFTWARE SELECTION AND IMPLEMENTATION SERVICES NON-DISCRINIINATION CERTIFICATION The undersigned consultant or corporate officer, during the performance of this contract, certifies as follows: 1. The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Consultant shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Consultant's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Consultant shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Consultant shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Consultant's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Consultant may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. 25K-37 Page 1 oft CITY OF SANTA ANA RFP NO.: 17-101 ENTERPRISE ASSET MANAGEMENT SOFTWARE SELECTION AND IMPLEMENTATION SERVICES The Consultant shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Consultant becomes involved in, or is threatened with, litigation with a subconsultant or vendor as a result of such direction by the administering agency, the Consultant may request that the United States enter into such litigation to protect the interests of the United States. 8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, no discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any consultant of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter. Signed: Title: Firm: Date: 25K-38 Page 2 of CITY OF SANTA ANA RFP NO.: 17-101 ENTERPRISE ASSET MANAGEMENT SOFTWARE SELECTION AND IMPLEMENTATION SERVICES APPENDIX ATTACHMENT 4: ADDITIONAL PROVISIONS There are no additional provision. 25K-39 CITY OF SANTA ANA RFP NO.: 17-101 ENTERPRISE ASSET MANAGEMENT SOFTWARE SELECTION AND IMPLEMENTATION SERVICES See next page. 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L i 0 t: N O y O 'UO C R 7 C N U C C N 7 C O U U R a p> °N E d N eo v N y N VR• Aj U s N 3 C p O y W C Q ^ � 0. N .0 O N R u R U p C •U aN. U y R N a 'O O y a w E •O y C Otz N 0. C ^• YO p R p .LPY � B o n o o o N H> c c R R :n •y :o d Q •a z E a E U Q a` � ?� ;.a ': F � o R Uri Q F`- Q Q n°° ;' � N N N N N N N N N N M M M H OW L;)n-;)V o: d.arX-a I •fid F U L 0 PC 0 7 L Vii "O O q 0. 4 ti co 0 •y L ttl � C y Y Y Y, yi Y O 0. O ti CO •Y ro 0. y YO X O G •UYO t�NC u n E c o a '� a O Y m d U N Y R l: 7 N _o U •Y.. Y vi G 0..1 b fC O Y (Yy 16 E ctl N z v' O �y N Y O N m C U •O > a N y .y •N � N b N a U U W fn U Y U 'O off., •p C � ctl U eU+ y 0. W y � U 9 •p C C h 6 tN„ v' a. cc E i/] � 4. N 'fl y T N cCC O O tCt� � U y G C •��O m Y 0 p L N O OUC9 U c.Otl W ti W' 'O t0 Q �' p., •00 O 0 N N y 7� A i0 '0❑ � y 0. a� O � � 0 W O '-' vi U 0. Y O w W vi r'Cii U U O U N •,� •U a .r 1'i L L Y 0 fC y WT y Vl '� r Ld r� J L' U 7C a cn w> v on cG U cn :: 2 4. d W Q W O cn Q c Li M V V'1 �O l� 00 O, O N M 7 y M M M M M M M 7 7't V 7 7 7 I d.arX-a I 25K-52 C itywo rks r Azlem Systems, LLC, 11075 South Slate, Smile 24 • TEL 801.5232751 • FAX 801.523.3734 ww�xWa res.00 CITYWORKSO LICENSE AND MAINTENANCE AGREEMENT This Software License and Maintenance Agreement made by and betweemAzteca System's, LLC.("Aztecs Systems') a Delaware limited liability company, with a place of business at 11075 South Slate, Suite 24, Sandy, Utah 84070 USA and the City of Santa Ana, a charter city and municipal corporation organized and exiting under the Constitution of the laws of the state of California, using certain of Azteca Systems Licensed Products hereinafter referred to as "Licensee." This Agreement is effective immediately upon delivery of Licensed Products (the "Effective Date"). Aztecs Systems Products are licensed under the terms and conditions of the Agreement. This agreement, when executed by the licensee named below e'Licensee") and Azteca Systems, LLC (Aztecs Systems), as licensor of the Software, Online, Services, and Documentation licensed under the License Agreement, will supersede any previous Agreements including the License Agreement presented in the installation process requiring acceptance by electronic acknowledgement and will constitute a signed License Agreement. This signed Agreement includes (i) this License and Maintenance Agreement, (ii) Addendum #1— Product Licensing, (iii) Addendum #2 — Standard Maintenance and Support and (iv) Addendum #3 — Third Party Contractor Acknowledgment. This signed Agreement may be executed in duplicate by the Parties. An executed Agreement, modification, amendment, or separate signature page shall constitute a duplicate if it is transmitted through electronic means, such as fax or email, and reflects the signing of the document by any Party. Duplicates are valid and binding even if an original paper document bearing each Party's original signature is not delivered. ARTICLE I—DEFINITIONS 1.1 Definitions. The terns used are defined as follows: a. "Agreement" means this Software License Agreement between Aztecs Systems and Licensee, inclusive of all schedules, exhibits, attachments, addenda and other documents incorporated by reference. b. "Authorization Code(s)" means any key, authorization number, enablement code, login credential, activation code, token, account user name and password, or other mechanism required for use of a Product. C. "Authorized User" or "User" shall mean: (i) a direct user of the Licensed Products, including but not limited to Licensee's employees; (ii) Licensee's consultants who have agreed to maintain the Licensed Property in confidence and use it only for the benefit of Licensee, or (iii) members of the public gaining access to, and only limited use of, the Licensed Products via the Software's public web portal (if applicable), Other than limited use of the Products through the software's web, portal, the public is not considered an authorized user. it. "Client Data" means the data provided or inputted by or on behalf of Licensee, including personally identifiable information, for use with the Software. e. "Covered Software" shall mean the particular Cityworks Software, scripts, interfaces and custom code identified in Addendum 01. f. "Deployment Server License" means a license that, in addition to providing staging server License rights, authorizes Licensee to install and use the Software for deployment in Licensee's internal use. g. "Testing Server License" means a license that authorizes Licensee to install and use the Software on a server in Licensee's internal use to provide testing License rights prior to deployment. h. "Documentation" means all user reference documentation that is delivered with the Software. i. "Internal Use" means use of the Licensed Products by employees of Licensee in Licensee's internal operations but does not include access of the Licensed Products by, or use of the Licensed Products in the provisions of services to, Licensee's clients or customers. Internal Use also includes use of the Licensed Products by contractors of Licensee, including contractors providing outsourcing or hosting services, as long as Licensee assumes full responsibility for the compliance with this Agreement in such use. Use of the Licensed Products (or any part thereof) for the benefit of others, whether by means of a software as a service offering, service bureau application, application service provider, outsourcing or other means of providing service to any third party shall not be considered Internal Use. Standard License & Maintenance Agreement Page I of 14 10116 ed. j. "Licensed Products" or "Products" shall mean the portion of the Cityworks Software and the Documentation to which Licensee has purchased a License as identified as specified in Addendum #1 attached hereto. Licensed Products shall include any updates or upgrades to the Licensed Products that Azteca Systems may at its discretion deliver to Licensee. Products includes but is not limited to Software, Online Services, and Documentation licensed under the terms of this license Agreement. k. "Login" means a license that allows Licensee to permit a single authorized named end user to use the Software, Data, and Documentation installed on a server and accessed from a computer device. 1. "Online Services" means any Internet -based system, including applications and associated APIs, hosted by Azteca Systems or its licensors, for storing, managing, publishing, and using Cityworks sothvare and data, and other information. m. "Ordering Document(s)" means a sales quotation, purchase order, or other document identifying the Products that Licensee orders. n. "Preview" means any alpha, beta, or prerelease Product. o. "Sample(s)" means sample code, sample applications, add-ons, or sample extensions of Products. p. "Server" means each single instance of an operating system, whether physically installed on a computer or within a virtualized environment. q. "Software" or "Cityworks Software" means all or any portion of Azteca Systems proprietary software technology, excluding data, accessed or downloaded from an Azteca Systems (Cityworks) authorized website or delivered on any media in any format including backups, updates, upgrades, and service packs. r. "Standard Maintenance" or "Maintenance Addendum" shall mean the Standard Software Maintenance & Support Addendum #2. S. "Tenn License" means a license or access provided for use of a Product for a limited time period ("Tenn") or on a subscription or maintenance basis as specified herein. ARTICLE 2—INTELLECTUAL PROPERTY RIGHTS AND RESERVATION OF OWNERSHIP Products are licensed, not sold. Azleca Systems and its licensors own Products and all copies, which are protected by United States and applicable international laws, treaties, and conventions regarding intellectual property and proprietary rights including trade secrets. This Agreement does not transfer ownership rights of any description in the Software, materials, or services to Licensee or any third party. Licensee agrees to use reasonable means to protect Products from unauthorized use, reproduction, distribution, or publication. Azteca Systems and its third -party licensors reserve all rights not specifically granted in this Agreement including the right to change and improve Products. ARTICLE 3—GRANT OF LICENSE 3.1 Grant of License. Subject to the terns of this Agreement, Azteca Systems grants to Licensee a personal, nonexclusive, nontransferable license solely to use the Products asset forth in Addendum #1—Product Licensing (i) for which the applicable license fees have been paid; (ii) for Licensee's own internal use; and (iii) in accordance with this Agreement and the configuration ordered by Licensee or as authorized by Azieca Systems, and (iv) for the applicable Tern or until terminated in accordance with Article 5. License types may include, but are not limited to Login, Workgroup, Departmental, ELA (Enterprise License) Licenses. Licensee may allow Third Party Contractors to access and use the licensed Software, provided Licensee and Third Party Contractor agree to and are bound by the terns set forth in Addendum 3. In addition to the Scope of Use in Article 4, Addendum #1—Product Licensing which applies to specific Products, Addendum #2 — Standard Maintenance and Support, and Addendum #3 —Third Party Contractor Acknowledgment (if applicable) collectively, are incorporated in this Agreement. a. Software. Use and License for specific Software products are set forth in Addendum 1- Product Licensing Addendum, which is incorporated by reference. b. Maintenance. Maintenance terms are set forth in Section 9.11 below and in Addendum 2, - Standard Maintenance and Support which terms are incorporated by reference. c. Third Party Contractor. Terms of use for Third Party Contractor software usage (f applicable) areset forth in Addendum 93, which is incorporated by reference. 3.2 Preview Release Licenses. Products acquired under an evaluation license or under a Beta program are intended for evaluation and testing purposes only and not for commercial use. Any such use is at Licensee's own risk, and the Products do not qualify for Azteca or distributor maintenance. Standard License & Maintenance Agreement Page 2 of 14 10/16erd 25K-54 3.3 Special Use Programs. If Licensee acquires Products under a special program for noncommercial, nonprofit, educational, or other limited -use license, Licensee's use of the Products is subject to the terms set forth in the applicable enrollment form or as described on Azteca's website in addition to the non -conflicting terms of this Agreement. All such program terms are incorporated herein by reference. 3.4 Delivery. Unless otherwise requested by Licensee, Azteca Systems shall provide an electronic lint to make available to Licensee the Licensed Property by electronic download and a license key to activate the Licensed Property. ARTICLE 4 --SCOPE OF USE 4.1 Permitted Uses a. For Products delivered to Licensee, Licensee may: 1. Install and store Products on electronic storage device(s); 2. Make archival copies and routine computer backups; 3. Install and use a newer version of Software concurrently with the version to be replaced during a reasonable transition period not to exceed 6 months, provided that the deployment of either version does not exceed the Licensee's licensed quantity; thereafter, Licensee shall not use more Software in the aggregate than Licensee's total licensed quantity; and 4. Move the Software in the licensed configuration to a replacement Server. b. Licensee may use, copy, or prepare derivative works of Documentation supplied in digital format and thereafter reproduce, display, and redistribute the customized documentation only for Licensee's own internal use. Portions of Documentation supplied in digital format merged with other software and printed or digital documentation are subject to this License Agreement. Licensee shall include the following copyright attribution notice acknowledging the proprietary rights ofAzteca and its licensors: "Portions of this document include intellectual property of Aztera and its licensors and are used herein under license. Copyright (D [Licensee will insert the actual copyright dateisl from Bre source materials] Azteca Systems, LLC. and its licensors. All rights reserved." C. Consultant or- Contractor Access. Subject to Section 3.1 and Addendum #3, Azteca Systems grants Licensee the right to permit Licensee's Third Party Consultants or Contractors to use the Products exclusively and solely for Licensee's benefit. Licensee must comply with terms and provisions of Addendum 93 and provide a copy to Azteca. Licensee shall be solely responsible for compliance by Third Party Consultants and Contractors with this License Agreement and shall ensure that the'Ihird Party Consultant or Contractor discontinues Product use upon completion of work for Licensee. Access to or use of Products by Third Party Consultants or Contractors not exclusively for Licensee's benefit is prohibited. 4.2 Uses Not Permitted. Except to the extent that applicable law prohibits or overrides these restrictions, or as provided herein, Licensee shall not: a. Sell, rent, lease, sublicense, lend, assign, or time-share Products; b. Permit persons other than Authorized Users to access or use the Licensed Products (or any part thereot); C. Act as a service bureau or Commercial ASP; d. Use Software, Data, or Documentation for a site or service and operate the site or service for profit or generate revenue through direct or indirect methods (eg., advertising or by charging for access to the site or service); e. Redistribute Soltware, Data, or Online Services to third parties, in whole or in part, including, but not limited to, extensions, components, or APIs; f. Redistribute Authorization Codes; g. Reverse engineer, decompile, or disassemble Products; h. Make any attempt to circumvent the technological measure(s) that controls access to or use of Products; i. Upload or transmit content or otherwise use Products in violation of third -party rights, including Standard License & Maintenance Agreement Page 3 of 14 10/16 ed. 25K-55 intellectual property rights, privacy rights, nondiscrimination laws, or any other applicable law or government regulation; j. Remove or obscure any Aztecs Systems (or its licensors) patent, copyright, trademark, proprietary rights notices, and/or legends contained in or affixed to any Product, Product output, metadata file, or online and/or hard -copy attribution page of any Data or Documentation delivered hereunder; k. Separate from the licensed use of APIs, Licensee may not unbundle or independently use individual or component parts of the Products, Software, or Online Services; 1. Unbundle or independently use the individual or component parts of Software or Online Services; m. Incorporate any portion of the Software into a product or service that competes with the Software, n. Publish the results of benchmark tests run on Software without the prior written permission of Azteca Systems; or o. Use, incorporate, modify, distribute, provide access to, or combine any computer code provided with the Software in a manner that would subject such code or any part of the Software to open source license terms, which includes any license terms that require computer code to be (i) disclosed in source code form to third parties, (ii) licensed to third parties for the purpose of making derivative works, or (iii) redistributable to third patties at no charge. ARTICLE 5—TERM AND TERMINATION 5.1. This License Agreement is effective upon date and signature of Licensee below. The initial term of this License Agreement will begin upon the dates set forth in Addendum 1 and provided the fees are paid. This License agreement and its maintenance provisions may then be renewed annually by payment of the then current maintenance fees for the next annual maintenance period as set forth in Addendum 1. 5.2. Either party may terminate this License Agreement or any Product license for a material breach that is not cured within thirty (30) days of written notice to the breaching party, except that termination is immediate for a material breach that is impossible to cure. 5.3. Termination for Convenience: Either party may terminate this Agreement by giving the other party thirty (30) days' written notice prior to the end of the current Tenn Maintenance Period. 5.4. In the event that either funding from Licensee or other sources is withdrawn, reduced, or limited, or the authority of Licensee to perform any of its duties is withdrawn, reduced, or limited in any way after the Effective Date of this Agreement and prior to normal completion, the parties shall have the authority to exercise the Termination for Convenience option to terminate this Agreement in whole or in part. If a party to this Agreement chooses to terminate for convenience that party may do so by thirty (30) days' written notice to the other party. 5.5. Upon termination of the License and Maintenance Agreement, all Product licenses granted hereunder terminate as well. Upon termination of a License or the License and Maintenance Agreement, Licensee will (i) stop accessing and using affected Product(s); (ii) clear any client -side data cache derived from Online Services; and (iii) uninstall, remove, and destroy all copies of affected Product(s) in Licensee's possession or control, including any modified or merged portions thereof, in any form, and execute and deliver evidence of such actions to Azteca Systems. 5.6. If this Agreement is terminated for convenience, the Licensee is only liable for payment required by the terns of this Agreement for license, maintenance and support services rendered or products and software received and accepted prior to the effective date of termination. 5.7. If this Agreement is terminated under section 5.3 or 5.4 above, Licensee shall then return to Aztecs Systems all of the Software, related modules, related updates, and any whole or partial copies, codes, modifications, and merged portions in any form. Azteca will then for no additional charge to Licensee and at Licensee's option either grant a license to the Licensee, for a period of one (1) year, which will allow Licensee to retain the ability to access records and data contained in the Software or allow Licensee to create digital copies of all files needed by the Licensee for the same period. If Licensee needs to retain access to records or data for a period longer than one (1) year, in order to transfer data to another system, Azteca will consider reasonable requests to extend beyond one (1) year. 5.8. The parties hereby agree that all provisions which operate to protect the intellectual rights of Azteca Systems shall remain in force should breach or termination of any kind occur. Slandard License & Maintenance Agreement Page 4 of 14 10116 ed. 25K-56 ARTICLE6—LIMITED WARRANTIES AND DISCLAIMERS 6.1 Limited Warranties. Except as otherwise provided in this Article 6, Azteca Systems warrants for a period of ninety (90) days from the date Azteca Systems issues the Authorization Code enabling use of Software and that the unmodified Software will substantially conform to the published Documentation under normal use and service. 6.2 Special Disclaimer. CONTENT, DATA, SAMPLES, NEW VERSIONS, HOT FIXES, PATCHES, SERVICE PACKS, UPDATES, UPGRADES, AND ONLINE SERVICES PROVIDED ON A NO -FEE BASIS, AND EVALUATION, TEST AND BETA SOFTWARE ARE DELIVERED "AS IS" WITHOUT WARRANTY OF ANY KIND. 6.3 Internet Disclaimer. THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE INTERNET IS A NETWORK OF PRIVATE AND PUBLIC NETWORKS AND THAT (i) THE INTERNET IS NOTA SECURE INFRASTRUCTURE, (ii) THE PARTIES HAVE NO CONTROL OVER THE INTERNET, AND (iii) NONE OF THE PARTIES SHALL BE LIABLE FOR DAMAGES UNDER ANY THEORY OF LAW RELATED TO THE PERFORMANCE OR DISCONTINUANCE OF OPERATION OF ANY PORTION OF THE INTERNET OR POSSIBLE REGULATION OF THE INTERNET THAT MIGHT RESTRICT OR PROHIBIT THE OPERATION OF ONLINE SERVICES. 6.4 General Disclaimer. EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTIES, AZTECA SYSTEMS DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, AND NON -INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. AZTECA SYSTEMS DOES NOT WARRANT THAT PRODUCTS, MAINTENANCE OR ANY TECHNICAL SUPPORT SERVICES PROVIDED HEREIN WILL MEET LICENSEE'S NEEDS; THAT LICENSEE'S OPERATION OF THE SAME WILL BE UNINTERRUPTED, ERROR FREE, FAULT-TOLERANT, OR FAHrSAFE; OR THAT ALL NONCONFORMITIES CAN OR WILL BE CORRECTED. PRODUCTS ARE NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE IN ENVIRONMENTS OR APPLICATIONS THAT MAY LEAD TO DEATH, PERSONAL INJURY, OR PHYSICAL PROPERTY/ENVIRONMENTALDAMAGE. LICENSEE SHOULD NOT FOLLOW ANY SUGGESTIONS OR INSTRUCTIONS THAT APPEAR TO BE HAZARDOUS, UNSAFE, OR ILLEGAL. ANY SUCH USE SHALL BE AT LICENSEE'S OWN RISK AND COST. 6.5 Exclusive Remedy. Licensee's exclusive remedy and Azteca Systems' entire liability for breach of the limited warranties set forth in this Article 6 shall be limited, at Azteca Systeme sole discretion, to (i) replacement of any defective media; (it) repair, correction, or a workaround for Software or Online Services subject to the Azteca Systems Maintenance Services and Support Addendum; or (iii) return of the license fees paid by Licensee for the current period, prorated for the current period, for Software or Online Services that do not meet Azteca Systems limited warranty, provided that Licensee uninslalIs, removes, and destroys all copies ofSofivare or Documentation; ceases using the Software or Online Services; and executes and delivers evidence of such actions to Azteca Systems. 6.6 If the performance of any obligation under this Agreement is prevented, restricted, or interfered with by reason of fire, flood, earthquake, explosion, or other casualty or accident; strikes or labor disputes; inability to procure delivery of parts, supplies, services, or power; war, threat of actual terrorist act, cyberattack, or other violence; any law order, proclamation, regulation, ordinance, or demand; or any condition whatsoever beyond the reasonable control of the affected party, the party so affected, upon giving prompt notice to the other party, will be provided a temporary extension for a period of time as may be reasonably necessary to allow for such delay, prevention interference, or restriction. ARTICLE 7—LIMITATION OF LIABILITY 7.1 Disclaimer of Certain Types of Liability. AZTECA SYSTEMS, ITS AUTHORIZED DISTRIBUTOR (IF ANY), AND ITS LICENSORS SHALL NOT BE LIABLE TO LICENSEE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOST PROFITS, LOST SALES, OR BUSINESS EXPENDITURES; INVESTMENTS; BUSINESS COMMITMENTS; LOSS OF ANY GOODWILL; OR ANY INDIRECT, SPECIAL, Standard License & Maintenance Agreement Page 5 of 14 25K-57 10116 ed. INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS LICENSE AND MAINTENANCE AGREEMENT OR USE OF PRODUCTS, HOWEVER CAUSED ON ANY THEORY OF LIABILITY, WHETHER OR NOT AZTECA SYSTEMS OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 7.2 General Limitation of Liability. EXCEPT AS PROVIDED IN ARTICLE 8—INFRINGEMENT INDEMNITY, THE TOTAL CUMULATIVE LIABILITY OF AZTECA SYSTEMS AND ITS AUTHORIZED DISTRIBUTOR HEREUNDER, FROM ALL CAUSES OF ACTION OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTY, MISREPRESENTATION, OR OTHERWISE, SHALL NOT EXCEED THE FEES ACTUALLY PAID BY LICENSEE DURING THE CURRENT MAINTENANCE AND SUPPORT PERIOD, FOR THE PRODUCTS THAT GIVE RISE TO THE CAUSE OF ACTION. 7.3 Applicability of Disclaimers and Limitations. Licensee agrees that the limitations of liability and disclaimers set forth in this License Agreement will apply regardless of whether Licensee has accepted Products or any other product or service delivered by Azteca Systems. The parties agree that Azteca Systems has set its fees and entered into this License Agreement in reliance on the disclaimers and limitations set forth herein, that the same reflect an allocation of risk between the parties, and that the same form an essential basis of the bargain between the parties. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE FOREGOING WARRANTIES, LIMITATIONS, AND EXCLUSIONS MAY NOT BE VALID IN SOME JURISDICTIONS AND APPLY ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN LICENSEE'S JURISDICTION. LICENSEE MAY HAVE ADDITIONAL RIGHTS UNDER LAW THAT MAY NOT BE WANED OR DISCLAIMED. AZTECA SYSTEMS DOES NOT SEEK TO LIMIT LICENSEE'S WARRANTY OR REMEDIES TO ANY EXTENT NOT PERMITTED BY LAW. ARTICLES—INFRINGEMENTINDEMNITY 8.1 Azteca Systems shall defend, indemnify as described below, and hold Licensee harmless from and against any loss, liability, cost, or expense, including reasonable attorneys' fees, arising out any claims, actions, or demands by third party legally alleging that Licensee's licensed use of Software or Online Services infringe a US patent, copyright, or trademark, provided: a. Licensee promptly notifies Azteca Systems in writing of the claim; b. Licensee provides documents describing the allegations of infringement; C. Azteca Systems has sole control of the defense of any action and negotiation related to the defense or settlement of any claim; and d. Licensee reasonably cooperates in the defense of the claim at Azteca Systems' request and expense. 8.2 If Software or Online Services are found to infringe a US patent, copyright, or trademark, Azteca Systems, at its own expense, may either (i) obtain rights for Licensee to continue using the Software or Online Services or (ii) modify the allegedly infringing elements of Software or Online Services while maintaining substantially similar functionality. If neither alternative is commercially reasonable, the license shall terminate, and Licensee shall cease accessing infringing Online Services and shall uninstall and return to Azieca Systems any infringing item(s). Azteca Systems entire liability shall then be to indemnify Licensee pursuant to Section 8. land refund the unused portion of fees paid, prorated for the current maintenance and support period. 8.3 Azteca Systems shall have no obligation to defend Licensee or to pay any resultant costs, damages, or attomcys' fees for any claims or demands alleging direct or contributory infringement to theextent arising out of (i) the combination or integration of Software or Online Services with a product, process, or system not supplied by Azteca Systems or specified by Azteca Systems in its Documentation; (ii) material alteration of Software or Online Services by anyone other than Azteca Systems or its subcontractors; or (iii) use of Software or Online Services after modifications have been provided by Azteca Systems for avoiding infringement or use after a return is ordered by Azteca Systems under Section 8.2. Standard License & Maintenance Agreement Page 6 of 14 10116ed. 25K-58 8.4 THE FOREGOING STATES THE ENTIRE OBLIGATION OF AZTECA SYSTEMS WITH RESPECT TO INFRINGEMENT OR ALLEGATION OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. ARTICLE 9—GENERAL PROVISIONS 9.1 Future Updates. New or updated Products and subscription renewals will be licensed underthe then -current Azteca Systems license terms and conditions included with the deliverable Products. 9.2 Export Control Regulations. Licensee expressly acknowledges and agrees that Licensee shall not export, re- export, import, transfer, or release Products, in whole or in part, to (i) any US embargoed country; (zi) any person on the US Treasury Department's list of Specially Designated Nationals; (iii) any person or entity on the US Commerce Department's Denied Persons List, Entity List, or Unverified List; or (iv) any person or entity or into any country where such export, re-export, or import violates any US, local, or other applicable importlexport control laws or regulations including, but not limited to, the terms of any import/export license or license exemption and any amendments and supplemental additions to those import/export laws as they may occur from time to time. 9.3 Taxes and Fees, Shipping Charges. License fees quoted to Licensee are exclusive of any and all taxes or fees, including, but not limited to, sales tax, use tax, value-added tax (VAT), customs, duties, or tariffs, and shipping and handling charges. 9.4 No Implied Waivers. The failure of either party to enforce any provision of this License Agreement shall not be deemed a waiver of the provisions or of the right of such party thereafter to enforce that or any other provision. 9.5 Severability. The parties agree that if any provision of this License Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make the intent ofthe language enforceable. 9.6 Successor and Assigns. Licensee shall not assign, sublicense, or transfer Licensee's rights or delegate licensee's obligations under this License Agreement without Azteca Systems' prior written consent, and any attempt to do so without consent shall be void. This License Agreement shall be binding on the respective successors and assigns of the parties to this License Agreement. Notwithstanding, a government contractor under contract to the government to deliver Products may assign this License Agreement and Products acquired for delivery to its government customer upon written notice to Azteca Systems, provided the government customer assents to the terms of this License Agreement. 9.7 Survival of Terms. The provisions of Articles 2, 5, 6, 7, 8, and 9 of this License Agreement, and the provisions of section 4.1 of Addendum 2, shall survive the expiration or termination of this License and Maintenance Agreement. 9.8 Equitable Relief. Licensee agrees that any breach of this License Agreement by Licensee may cause irreparable damage and that, in the event of such breach, in addition to any and all remedies at law, Azteca Systems shall have the right to seek an injunction, specific performance, or other equitable relief in any court of competent jurisdiction. 9.9 US Government Licensee. The Products are commercial items, developed at private expense, provided to Licensee under this License Agreement. If Licensee is a US government entity or US government contractor, Azteca Systems licenses Products to Licensee in accordance with this License Agreement under FAR Subparts 12.211/12.212 or DFARS Subpart 227.7202. Azteca Systems Data and Online Services are licensed under the same subpart 227.7202 policy as commercial computer software for acquisitions made under DFARS. The commercial license rights in this License Agreement strictly govern Licensee's use, reproduction, or disclosure of Products. Aztecs Systems Software source code is unpublished, and all rights to Products are reserved by Azteca Systems and its licensors. Licensee may transfer Software to any licensed government procuring agency facility to which computer(s) on which Software is installed are transferred. If any court, arbitrator, or board holds that Licensee has greater rights to any portion of Products under applicable public procurement law, such rights shall extend only to the portions affected. 9.10 Governing Law, Disputa, and Arbitration. This License Agreement shall be governed by and construed in accordance with the laws of the State of California without reference to conflict of laws principles, except that US federal law shall govern in matters of intellectual property. Except as provided in Section 9.8, any dispute Standard License & Maintenance Agreement Page 7 of 14 10/16ed. 25K-59 arising out of or relating to this License Agreement or the breach thereof shall be resolved in the following order: Consultation and negotiation in good faith and a spirit ojmntual cooperation; Mediation, by a mutually acceptable mediator chosen by the parties, which cast is shared equally; Ifthe matter cannot be settled through negotiation or mediation, then it shall be finally settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Judgment on the award rendered by the arbitrator may be entered in a court of competent jurisdiction. If Licensee is a US government agency, this License Agreement is subject to the Contract Disputes Act of 1978, as amended (41 USC 601-613), in lieu of the arbitration provisions of this clause. This License Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. 9.11 Maintenance. Maintenance for qualifying Software consists of updates and other benefits, such as access to technical support, are provided during the Term of Use. Maintenance is specified as set forth in Addendum 112. 9.12 Feedback. Azteca Systems may freely use any feedback, suggestions, or requests for Product improvements that Licensee provides to Azteca Systems. Regardless of the source of any feedback or suggestions, any improvements to Cityworks Software or Products, and any related intellectual property, are owned by Azteca Systems. 9.13 Patents. Licensee may not seek, and may not permit any other user to seek, a patentor similar right worldwide that is based on or incorporates any Azteca Systems technology or services. This express prohibition on patenting shall not apply to Licensee's software and technology except to the extent that Aztecs Systems technology or services, or any portion thereof, area part of any claim or preferred embodiment in a patent application or a similar application. 9.14 Entire Agreement. This License Agreement, including its incorporated documents, addendums, and exhibits constitutes the sole and entire agreement of the parties as to the subject matter set forth herein and supersedes any previous license agreements, understandings, and arrangements between the parties relating to such subject matter. Additional or conflicting terms set forth in any purchase orders, invoices, or other standard form documents exchanged during the ordering process, other than product descriptions, quantities, pricing, and delivery instructions, are void and of no effect. Any modification(s) or amendment(s) to this License Agreement must be in writing and signed by each party or as otherwise provided in Addendum til. IN WITNESS WHEREOF, the parties hereto have caused this License Agreement to be executed and made effective by their respective authorized representatives. AZTECA SYSTEMS, LLC CITY OF SANTA ANA, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California - (LICENSEE) By: By. Name: Brian L. Haslam Name: Title: President - CEO Title: Date: _. _ _ _. Date: ATTEST APPROVED AS TO FORM RECOMMENDED FOR APPROVAL Maria D. Huizar .� hn M.Futik' " "-_-= -• Fred Mousavipour Clerk of the Council Assistant City Attorney Executive Director Public Works Agency Standard License & Maintenance Agreement Page 8 of 14 - 10/16 ed. 25K-60 ADDENDUM #1 PRODUCT LICENSING 1. Licensed Software: Server AMS Standard Cityworks Departmental Enterprise License Agreement (ELA) Includes Unlimited Quantities of the Identified Products: Office Tablet Respond Mobile Native Apps (for iOS/Android) --Includes the following Add-ons: Storeroom Equipment Checkout Contracts Cityworks Analytics for AMS Cityworks for Excel eURL (Enterprise URL) MicroPaver Interface Performance Budgeting Web Map Manager Web Hooks Local Government Templates (LGT) Use of Cityworks AMS Application Programming Interfaces (APIs) with commercially available Cityworks-centric applications that are licensed and maintained by authorized Cityworks partners Annual fee.herein is based on 300,001 to 350,000 population range, Additional Sofnvare Products & Licenses: Additional Software Products & licenses may be added to this License Agreement with either an acknowledgement of an official Cityworks quote signed by Licensee and additional fees, ifnecessary or applicable being paid, or receipt of Purchase Orderfrom Licensee in response to an official Citymorks quote and additionalfees, ifapplicable beingpaid. 2. Notices & Licensee Information: Until or unless otherwise, modified, all notices relevant to this agreement shall be sent to the following address: Azteca Systems, LLC 11075 South State, Suite 24 Sandy, Utah 84070 City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 Attn: Trevor Bur an E-mail: tburean@santa-ana.org Phone: 714.647.5657 3. Delivery Date/Effective Date of Software MMIDDIYYYY 0113112018 Standard License & MaintenanceAgreement Page 9 of 14 10116 ed. 25K-61 4. Schedule of Payments and Fees under License and Maintenance Agreement SupportPerlod" Date- Fromrra Amount, Period 01/31/2018-01/30/2019 575000.00 Period 2 01/31/2019— 01/30/2020 575 000.001 Period 3 01/31/2020 — O V30/2021 575 000:00 ` 5. Additional Updates to the above licensed software means a subsequent release of the program which Azteca generally makes available to its supported customers as part of the annual maintenance plan for which fees have been paid. Occasionally, Azteca changes the name of its licensed software as part of its ongoing process to improve and increase the functionality of the software. In the event the software licensed or listed above changes in name, and/or improvements are made, Azteca will provide software with functionality that is similar to or with substantially the same or greater functionality of the originally licensed software, provided all current license fees have been paid. Updates may not always include any release, option or future program that Azteca licenses separately. Updates are provided when available (as determined by Azteca). Azteca is under no obligation to develop any future programs or functionality. Any updates made available will be delivered to you, or made available to you for download. You shall be responsible for copying, downloading and installing the updates. Standard License & Maintenance Agreeeent Page 10 of 14 10/16 ed. 25K-62 ADDENDUM 92 STANDARD MAINTENANCE AND SUPPORT Standard Maintenance and Support Addendum provisions are between the Licensee and Azteca, Systems, LLC. Maintenance and Support are provided subject to the terms and conditions of the signed License Agreement and which is incorporated by reference. 1. MAINTENANCE & SUPPORT: Azteca Systems will provide maintenance and support services to Licensee for qualifying Products during the applicable Term for such Products provided the applicable license fees have been paid for the times and periods and amounts specified in Addendum #l. Maintenance and Support Services consist of the following benefits: Technical support, new version software, service packs, software upgrades, and software updates. 1.1. Azteca Systems will ensure upward compatibility for the Covered Software applications within a reasonable timeframe for minor Esri® ArcGIS and Cityworks supported database revisions Azteca Systems will not ensure upward compatibility for Covered Software Applications when there are major Esti ArcGIS revisions (for example, from rev IO.x to rev I Lx), however Azteca Systems will make all reasonable efforts to provide upward compatibility. 1.2. Azteca Systems shall, without additional charge (except as allowed for in paragraph 3.4), during the term of this Agreement provide the following: (a) Software Updates. Software Updates includes Upgrades and service packs which are a collection of files that enhance or correct the Covered Software and which will be available for Licensee to download during the Maintenance Tenn/Period. Updates and Upgrades may also include new versions; (b) Provide Telephone Support, Email Support, Web Support, during normal business hours, 8 AM to 5 PM Mountain Time, Monday through Friday (excepting Holidays) and after hour emergency support line, and other benefits deemed appropriate by Azteca Systems (as set forth in Section 2 below); and (c) Implement and maintain a means of secure, remote direct network access (VPN, Web -access, etc.) to the Licensee's systems in order to perform thorough remote diagnostics. 1.3 The following items, among others, however, are specifically excluded as support services under this section of this Maintenance and Support: (a) Support for applying or installing upgrades and service packs; (b) Assistance with questions related to third party software, computer hardware, networking, and other similar items that are not provided by Azteca; (c) Assistance with computer operating system questions not directly pertinent to the Covered Software or Program Modifications; (d) Licensee Data debugging and/or correcting; (e) Services necessitated as a result of any cause other than authorized ordinary and proper use by the Licensee of the Covered Software, including but not limited to neglect, abuse, unauthorized modifications and/or unauthorized updates; (f) Consulting regarding customizations created to function with the Covered Software unless the customization is identified and listed as Covered Software in Addendum 1; (g) Assistance with applications which are not part of a standard life cycle, such as preview, beta, or candidate releases; and (h) Questions such as configuration, implementation and walk-throughs. 1.4 Support Periods are renewable unless terminated as provided in Section 4 below. The Maintenance Services consists of software and documentation updates and access to technical support via telephone, email, web -based (www.MyCityworks.com] and after hours support as set forth in Section 1 of this Addendum. Standard License & Maintenance Agreement Page 11 of 14 25K-63 1 0/16 ed. 1.5. Technical support provided pursuant these maintenance provisions shall be performed in a professional and workmanlike manner. Azteca Systems will use commercially reasonable efforts to provide corrections to a technical issue or provide a workaround, but Azteca Systems cannot guarantee that all technical issues can be fixed or resolved. 1.6. Authorized Callers. Licensee may designate a limited number of authorized callers per software product listed in Addendum 1. Licensee may replace Authorized Callers at any time by notifying Azteca Systems Support services. Authorized callers may be designated in this Addendum #2 or by email. Azteca may limit the total number of authorized callers as may be reasonably necessary and may request an updated list of authorized callers. 1.7. Cityworks Online Support and Customer Portal. Azteca has created a self-help support website center for Authorized Callers to submit technical issues, chat with technical specialists, track technical support incidents through the'MyCityworks' portal, and view technical articles, updated product documentation, blogs, links to forums, and technology announcements. The support and care website can be found at httpJ/wivw.mycityworks.com. 2. PROCEDURES FOR ACCESSING SUPPORT: 2.1. All problem categories from routine, non-critical and critical that occur during normal business hours shall procedurally occur as follows: 1) Licensee's system administration staff as first line of support, and then 2) Azteca Systems staff as the second line of support. Azteca Systems will make all reasonable efforts to acknowledge all requests for support during normal business hours within 4 hours. 2.2. Prior to calling Azteca Systems for support services, the Licensee will first attempt to isolate any problems that occur within the Licensee's System. The Licensee will try to reduce the problem down to a specific software or system component. If it is determined that the problem is The Cityworks Software component, Licensee will first try and resolve the problem without Azteca Systems' involvement. If Licensee cannot resolve the problem or isolate the problem, Licensee may contact Azteea Systems via telephone, chat, or self-service portal. In each case, Cityworks technical support will log the information and provide, an answer to the question, a resolution to the problem, or submit a verified bug to the development group. Any support request that is not quickly resolved will be assigned to a technical support representative. Phone calls and chat requests are accepted during normal business hours as outlined on the Contact Support page of MyCityworks.com. Voicemails and requests submitted via the self-service portal outside of the posted business hours will be responded to on a first come, first served basis the next business day. 2.3. For critical problems that occur outside of Azteca Systems' normal business hours (8 AM to 5 PM, Mountain Time) and cannot be isolated and resolved by the Licensee, Azteea Systems will provide an after- hours phone number or pager number that will forward the call to the currently assigned Azteca Systems support representative. Azteca Systems will make all reasonable efforts to acknowledge and respond to the request for support for critical problems that occur outside of normal business hours within 4 hours of receipt of the call from a designated and authorized Licensee representative. Critical problems are defined as problems that cause several users to be unable to perform their duties. For routine and non-critical problems Licensee will submit support requests during normal business hours as outline in 2.2 above. 2.4. After a Technical Support Incident is logged, Azteca Systems will use commercially reasonable efforts to provide corrections to a technical issue or provide a work around. While it is Azteca's goal to provide an acceptable solution to technical issues, Azteca cannot guarantee that all technical issues can be fixed or resolved. 2.5. Azteca will use all reasonable efforts to utilize remote support -type services. However, in the event Licensee and Azteca Systems agree it becomes necessary for Azteca Systems to be on-site to provide support for the Covered Software, the parties by mutual negotiation, shall develop a separate agreement that will govern the terms and conditions for any on-site work or services. Standard License& Maintenance Agreement Page 12 of 14 10116 ed. 25K-64 3. CHARGES/FEES 3.1. License, Maintenance and Support Services herein are included in the payment of annual fees as set forth in Addendum 91, and shall be paid by Licensee. The annual fee for each twelve (12) month period is set forth in Addendum 41, and shall be paid prior to the start for each License and Maintenance Period unless otherwise specified. The annual fee for successive Terms/Periods (twelve-month periods) commencing upon the anniversary of the first maintenance period, shall become due prior to the end of the preceding paid-up Maintenance Period. 3.2. Upon sixty (60) days written notice, the fee for the License and Maintenance Periods listed in Addendum I subsequent to year three (3) of the Maintenance Period, may be adjusted by Azteca Systems to reflect increases in costs of providing the services; provided, however, that the fee shall not increase by more than the CPI from the previous annual fee. Azteca Systems will notify Licensee of the new pricing no later than ninety (90) days prior to the annual renewal date of the year preceding the year for which such adjusted pricing applies. 3.3. Maintenance Expiration. Azteca Systems will send Licensee a notice of expiration approximately sixty (60) days before the Maintenance tern expires. If Azteca Systems does not receive a purchase order prior to the expiration date, Azteca will send the notification to Licensee upon expiration of the Maintenance term. Azteca Systems will continue to provide technical support for an additional thirty (30) days, but Licensee will no longer receive Software updates released after the Maintenance term's expiration. If Licensee does not reinstate Maintenance within thirty (30) days of the expiration date, Licensee will no longer receive technical support. All other Maintenance benefits and Support services will end with the expiration of the Maintenance term. 3.4. Reinstatement Fee for Lapsed Maintenance. Azteca Systems will reinstate Maintenance if Licensee sends a purchase order or payment within thirty (30) days of the expiration date. If Licensee does not renew Maintenance within thirty (30) days of the expiration date but at a later date wants to reinstate Maintenance, Maintenance fees will include the Maintenance fees that Licensee would have paid since the expiration date. 4. MISCELLANEOUS 4.1. Data Confidentiality Statement: Azteca Systems will take reasonable measures to ensure that any Licensee data and/or confidential information provided to Azteca Systems is not inappropriately accessed or distributed to any third -party. Data provided to Azteca Systems by the Licensee may be loaded onto Azteca Systems servers or employee computers for the purpose of testing The Cityworks Software, database structure, or database values, and related Esri® software to resolve database or software performance issues, software enhancements and software defects. Al no time will the data be distributed to individuals or organizations who are not Azteca Systems employees without first receiving written approval from Licensee. If requested by the Licensee, and once the testing has been completed, Azteca Systems will delete all data provided by the Licensee. 4.2. No Implied Waivers: No failure or delay by Azteca Systems or Licensee in enforcing any right or remedy under this Agreement shall be construed as a waiver of any future or other exercise of such right or remedy by Azteca Systems. SiandardLicense &Maintenance Agreement Page 13 of 14 25K-65 IW16 ed. ADDENDUM M THIRD PARTY CONSULTANT/CONTRACTOR ACKNOWLEDGMENT If Licensee engages any Third Party Contractor and desires to grant access to or permission to use the licensed software, the access may be granted subject to the following terns conditions and provisions: 1. Access and use of the Licensed Products by any third party is solely for Licensee's benefit; 2. The Third Party Contractor (or, if applicable, its employee) shall be considered, as applicable, the Authorized User for purposes of the applicable license type, and all use by such contractor shall be in accordance with the terms and conditions of the License and Maintenance Agreement; 3. Before accessing the Licensed Products, the Third Party Contractor agrees in writing that (a) the software shall be used solely in accordance with the terms of this Agreement and solely for Licensee's benefit and (b) said contractor shall be liable to Aztecs Systems for any breach by it of this Agreement; 4. Licensee hereby agrees and acknowledges that Licensee will be liable for any and all actions or omissions of the Third Party Contractor with respect to the use of the Licensed Products, as if such actions or omissions were the Licensee's; S. Upon expiration or termination of this License Agreement, the rights of usage to any Third Party Contractor shall immediately terminate; 6. Use of the Software by such Third Party Contractors on Licensee's behalf will be governed by the terms of this Agreement, and will require that Licensee purchase the appropriate license for each user utilized by such contractor, 7. Any breach of this Agreement by any Third Party Contractor(s) will be deemed to be a breach by Licensee; 8. Licensee will ensure that Third Party Contractor agrees to comply with and does comply with the terms of this Agreement on the same basis as the terms apply to Licensee; and 9. Any Third Party Contractor must sign a copy of this Addendum acknowledging that it has a copy of the License Agreement and agrees to the terms herein, further Licensee shall provide a signed copy of this Addendum for every Third Party contractor to which it has granted permission to access and/or use the licensed software; The rights granted under Third -Party Contractor Addendum, do not modify the license or increase the number of licenses granted under this Agreement. Third -Party Contractor acknowledges acceptance by signing below, and providing a copy to Azteca Systems at contracts(@citvworks.com. Third Party Contractor Name (Print) By: Authorized Signature Date: Slandord License & Maintenance Agreement Page 14 of 14 10/16 ed. 25K-66 AGREEMENT TO PROVIDE ENTERPRISE ASSET MANAGEMENT CONSULTING AND IMPLEMENTATION SERVICES THIS AGREEMENT is made and entered into this 19th day of December, 2017 by and between `J­4tjTf,, Yii (-"Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. On September 19, 2017, the City issued Request for Proposal No. 17-101, by which it sought a consultant to provide enterprise asset management software selection and implementation services. B. Consultant submitted a responsive proposal that was selected by the City. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 17-101 and attached as Exhibit A, as related to the consulting and implementation services described therein, and as further defined, clarified, or modified in Consultant's proposal dated October 19, 2017, which was submitted in response to RFP No. 17-101. In the event of a conflict between the applicable scope of services included in Exhibit A and Consultant's proposal, the Consultant's proposal shall govern. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES AND CONSULTANT'S PROPOSAL Consultant shall perform the services that are described in Exhibit A, as related to the consulting and implementation services described therein, and as further delineated in Consultant's proposal. Consultant's proposal is incorporated by reference as though fully set forth herein, including without limitation the proposal for inventory of traffic control devices dated December 5, 2017. In the event of a conflict between the applicable scope of services included in Exhibit A and Consultant's proposal, the Consultant's proposal shall govern. Consultant's proposal includes a software solution developed by a third party. City intends to separately enter into a software license agreement directly with the third party software developer for this software. All matters pertaining to performance, warranties, and guarantees applicable to the software shall be as provided in the software license agreement between the City and the software developer, whereas all matters pertaining to performance, warranties, and guarantees applicable to implementation and integration services for the selected software shall be as provided in this Agreement between the City and Consultant. 2ib�7 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services under this Agreement, the rates and charges identified in Exhibit B and Consultant's Proposal` The total sum to be expended under the term of this Agreement shall not exceed $966;033.: _This sum is comprised of (1) the amount of $37&212 for implementation "services, (2) $500,000;_for data collection, and (3) a 10% contingency in the amount of•$87,821 Yfor additional services to be elected at the City's sole discretion. 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 and Scope of Work, which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and terminate on December 1,8,_r^2020, unless terminated earlier in accordance with Section 16, below. The -term of this .,. Agreement may be extended for two 2=yea`r periods:upon a writing executed by the City Manager and City Attorney. 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. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Page 2 of 8 25K-68 Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subconsultants, 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 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, Such insurance shall (a) name the CITY, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary with respect to insurance or self-insurance programs maintained by the CITY; and (c) contain standard separation of insureds provisions. 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 California 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. 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 with $2,000,000 in the aggregate. 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. 25�C3 69 (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect, by consultant, without thirty (30) days prior written notice to the City (ten (10) days prior written notice for cancellation for non-payment of premiums). (iv) Consultant shall supply City with a fully executed additional insured endorsement. 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. INDEMNIFICATION Consultant agrees to indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability and reasonable defense attorney's fees incurred by the City; (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, to the extent caused by the negligence or willful misconduct of the Consultant or its subconsultants, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) provided that any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered by reason of the events referred to in this Section or by reason of the terms of this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant'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 of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. Page 4 of 8 25K-70 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable, Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) Has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 12. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by 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) Pa e5of8 25C-71 P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714-647-6956 Executive Director Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, CA 92702 Fax 714-647-5635 To Consultant: Woolpert, Inc. 116 Inverness Drive East, Suite 105 Englewood, CO 80112-5125 Fax 303-925-1401 Attn: Dave Feuer, Vice President 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. I£ sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter herein, 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 Consultant or the City, Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 14. 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, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement Page 6 of 8 25K-72 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. 15. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 16. TERMINATION This Agreement maybe 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. As a condition of such payment, the Executive Director may require Consultant 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 Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 17. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, relation, 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 or in connection with any activities under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 18. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, perfonnance, 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 comiection with or by reason of this Agreement. Page 7 of S 25K-73 19. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. I} 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 APPROVED AS TO FORM SONIA R. CARVALHO City Attorney Ey. Oiss'stantl`City M.unkk Attorney RECOMMENDED FOR APPROVAL FRED MOUSAVIPOUR Executive Director, Public Works Agency CITY OF SANTA ANA RAUL GODINEZ II City Manager CONSULTANT Name: Title: Pages of 8 25K-74 CITY OF SANTA ANA EXHIBIT A RFP NO.: 17-101 ENTERPRISE ASSET MANAGEMENT SOFTWARE SELECTION AND IMPLEMENTATION SERVICES Appendix ATTACHMENT 1: SCOPE OF WORK Introduction and Background The purpose of this RFP is to solicit proposals from software suppliers, value added resellers and/or system integrators, working together or separately, who can demonstrate that they possess the organizational, functional, and technical capabilities to provide and implement an Enterprise Asset Management System (EAMS)/Computerized Maintenance Management System (CMMS) solution that meets the City's needs and is tightly integrated with ESRI ArcGIS. Santa Ana is the county seat and second most populous city in Orange County, California. The United States Census Bureau estimated its 2011 population at 329,427, making Santa Ana the 57th most -populous city in the United States. Santa Ana is located in Southern California, adjacent to the Santa Ana River, about 10 miles (16 Ion) away from the California coast. Founded in 1869, the city is part of the Greater Los Angeles Area, the second largest metropolitan area in the United States with almost 18 million residents in 2010. Proiect Obiectives The objective of this project is to develop and implement software that manages infrastructure asset -related data relating to field inspections, asset management, work order management, lifecycle management, asset criticality, and replacement planning and reporting. The City has set an initial budget of approximately $400,000 for the implementation effort and $75,000 for the acquisition of software licensing. The City desires a two-year implementation schedule for tasks outlined in the scope of work. The City will work with the selected Consultant to prioritize the work to ensure that higher priority projects are completed first and within the City's initial budget. The overall goal of the EAMS is to provide the City with the following benefits: • Provide the City with industry standard "best practices" for the management of City -owned assets. • Improve overall service responsiveness and accountability • Improve data integrity and reduce staff hours spent in locating key data • Allow the City to maximize its infrastructure investment by scheduling asset maintenance before failure (lifecycle analysis). The ideal essential features and functions of this software will: • Enable field operations via a mobile application related to GIS -based assets and related work management to perform and schedule preventative maintenance or inspection tasks. • Provide standard and customizable reports, executive dashboards and metrics related to asset management. • Host a configurable application accessible via a standard Internet browser that enables automation of asset related tasks, inputs for asset criticality and other lifecycle analysis (for example, COF/POF). • Manage documents associated with specific assets and systems either by linking to an existing EDMS or internally within the EAMS. • Tightly integrate with ESRI ArcGIS and use GIS -based attributes and related tables for system functions, calculations, and reporting. 25K-75 CITY OF SANTA ANA RFP NO.: 17-101 ENTERPRISE ASSET MANAGEMENT SOFTWARE SELECTION AND IMPLEMENTATION SERVICES • Implement a complete commercial off-the-shelf (COTS) software application solution that provides full functionality in a single, integrated solution. This RFP is focused on the implementation of the EAMS/CMMS for the Public Works Agency and does not include data collection or implementation tasks for other City agencies or departments. CURRENT ASSET MANAGEMENT ENVIRONMENT Santa Ana's Public Works Agency (PWA) builds and maintains the infrastructure and services that serve the community. PWA currently uses a variety of non-integrated solutions for asset management and service request tracking. Asset Management applications at the City represent various software and databases that are used for specific departmental purposes. The current asset management approach is characterized by disjointed and inadequate approaches for asset policy development, asset inventory, work management, information gathering and analysis, and information systems integration. The existing approaches represent a mix of historical practices and newer modernization initiatives that have emanated from silos of varying business practices. The following list illustrates the collection of asset management -related applications serving specific purposes within the Public Works Agency of the City. Most of the applications reference information is location based with some integrated with underlying GIS technology. • Anp-Order — web -based service request management; tracks requests for service among various departments (i.e. MySantaAna). • Arbor Access Online - hosted software used by West Coast Arborists to track tree inventory, maintenance history, and work orders. • CIP Database — The City uses a custom SQL server database application to manage CIP project information. • Cityworks — used by Public Works Water Division for work order management at pump stations, reservoirs, and lift stations. • Bentley CivilStorm — used for modeling the storm drain network. • IDModeline Sedaru — used by PWA for hydraulic modeling. • iWater— InftaMao — mobile field work management software used by PWA Water. • PAVER/ StreetSaver—pavement management software used by PWA Engineering. • Traffic Division Database Applications — Microsoft Access Database applications used to track requests for service, installations of signs and pavement markings, etc. • Transdyn Dynac SCADA — used by PWA Water to monitor and control production facilities, reservoirs and distribution network. Mobile Comoutine Mobile computing provides field users with access to applications and data that are spatially enabled to assist in recording and analysis of data based on location. The following mobile applications for asset management are currently being used by the City. • Citvworks — used for Public Works Water plant maintenance work orders, but designed for field use in utility distribution system and facility asset maintenance. • iWater — InfraMan — used by Public Works Water for managing water distribution system maintenance activities. 25K-76 CITY OF SANTA ANA RFP NO.: 17-101 ASSET MANAGEMENT SOFTWARE SELECTION AND IMPLEMENTATION SERVICES • App -Order — citizen engagement phone application for graffiti tracking, utility maintenance requests, city sign inventory and maintenance requests, illegal dumping, and other service requests. The Public Works Agency desires to integrate the results of these efforts into one solution, starting with the assets that are not currently managed and then eventually progressing to the migration of all assets into one unified system. Description of Work SCOPE OF SERVICES Using the findings from the City's recently completed Enterprise GIS and Asset Management Implementation Plan project, the City has established a base level of requirements for the CMMS/EAMS. Using these requirements the City will select a CMMS/EAMS solution from the results of this RFP. The City intends to enter into an agreement to purchase software licenses from the selected Vendor. Software requirements The City desires an integrated `off-the-shelf' solution that will meet its core requirements out of the box with minimal modifications, but the City is not opposed to customization if it is required. The goal of this strategy is to optimize system utilization for all users, improve response times, reduce errors, reduce manual efforts, improve analytical capabilities, and improve customer service. The City intends to minimize its total cost of ownership without any degradation in performance and level of service, and to implement a system in which it can remain on the system's upgrade path with minimal cost and business impact. • The City is looking for the most cost-effective approach to license acquisition. This could be either an enterprise license for all users of the City at one annual cost or it could be concurrent, user -based licenses purchased in set quantities as the user base increases over time. • If possible, the City desires to acquire the licenses incrementally and gradually purchase software licenses as GIS/Asset data is made available and modules are ready for implementation. • The City desires a licensing model that does not restrict use by named user and allows the City to have maximum flexibility during implementation. • The Vendor may offer multiple proposals for license acquisition and the City will choose the proposal that best fits its needs. For the purpose of uniform response, the City has prepared a response matrix so the proposals can be easily compared. The uniform response matrix is available as a digital file via the City website or by e -mailing the project manager listed on the front page of the RFP. Uniform Response Matrix Instructions: • For each numbered line, input a brief response in the Vendor Response column: Y Functionality is supported by current release of the software. 3P Supported by third party software (i.e. — software not provided as a part of this proposal). C Customization is required to meet this requirement. 25K-77 CITY OF SANTA ANA RFP NO.: 17-101 ENTERPRISE ASSET MANAGEMENT SOFTWARE SELECTION AND IMPLEMENTATION SERVICES r I rurUre runctionalitv, Planned for release in a future version of the software. N Function is not supported. • Add any additional information in the Vendor Comment column. Proposers should avoid modifying the structure of the rows and columns in the file. • Include both a printed and a digital version of the Uniform Response Matrix with your submitted proposal. Acceptable file format is Microsoft Excel 2010 or above. For this RFP, the City intends to select a Vendor or Vendors to assist with the completion of the tasks as described below. Task One: Collect and Develop Asset / GIS Data for PWA - The City currently has several areas where GIS based asset data is either inadequate or missing. For this task, the selected implementation consultant will assist the City with creating an inventory of existing assets to determine what datasets currently exist, the quality of those datasets and what kind of information still needs to be collected for the best utilization in the selected CMMS/EAMS software package. The selected consultant will then provide general cost estimates to complete each data collection. project so the City can prioritize and budget accordingly. Depending on the ability of the selected consultant to perform GIS data collection tasks, the City may or may not choose to release separate RFPs for the identified tasks. The selected consultant is expected to perform the following tasks: • Develop a detailed list of all PWA related assets according to the following priorities: • High Priority o Pavement (Review existing data, recommend method for integration into EAMS/CMMS) o Traffic Control Devices (signs, striping, signals, etc.) • Medium Prioritv o Street lights (city -owned & non -city -owned for LED conversion project) o Flood control devices (storm drains, catch basins, culverts, etc.) o Sidewalks, including ADA Ramps • Low Priority o Street Trees & Median features o City Monuments, Other ROW Features o Etc. Determine what effort is required for the listed/discovered assets to ensure the implementation in the EAMS/CMMS is successful (GIS data collection, schema / attribute development, etc.). o Develop a GIS attribute schema that is compatible with the selected EAMS/CMMS and also works with the ESRI Local Government Information Model (LGIM). o Create a data development plan that describes the methodology and processes that will used to collect and develop the proposed GIS asset layers. o Convert existing GIS features to match the newly proposed EAMS/CMMS formats. Based on industry experience, the selected Vendor(s) will provide cost estimates to collect the 25K-78 CITY OF SANTA ANA RFP NO.: 17-101 ENTERPRISE ASSET MANAGEMENT SOFTWARE SELECTION AND IMPLEMENTATION SERVICES data and may also issue a proposal to collect the information if they are capable. The City may choose to release separate RFPs for data collection tasks as needed. Task Two: Develop Detailed EAMS Workflows and Integrations for PWA — In coordination with the City the selected Consultant(s) will develop new workflows as well as refine and improve upon the existing workflows created during the Enterprise GIS and Asset Management Implementation Plan project. The consultant will conduct workflow design workshops for all identified asset groups based on priority and tailor the workflow for the best integration for the selected EAMS. The selected Consultant will also identify areas that may require customization of the selected EAMS software and what may be required to integrate the EAMS with existing City systems. It is the goal of the City to use a minimally modified, off-the-shelf system. Excessive customizations to meet City requirements are not desirable and will only be considered if there are no other viable alternatives. The selected Consultant is expected to perform the following tasks: • Review existing City workflows as they pertain to maintaining PWA assets and conduct workflow design workshops for all identified asset groups. Diagram results as needed. • Develop new EAMS/CMMS based workflows and refine the existing workflows that were created during the Enterprise GIS and Asset Management Implementation Plan project. • Determine required mobile hardware needed for implementation of the newly designed EAMS workflows (cell phones vs. tablets, operating system standardization, etc.). The selected Consultant will work with the City to install, configure and test the workflows on the mobile hardware prior to "go live". • The City desires the ability to also use the EAMS to integrate with an existing CIP project database developed by the City. The integration should be able to display project locations on a map and report on status. If the required customizations exceed available funding, the selected Consultant will prioritize based on discussions with the City. • The selected Consultant will identify, design, and execute the customizations needed to integrate the EAMS/CMMS with existing City systems. If the required customizations exceed available funding, the selected Consultant will prioritize based on discussions with the City. Configuration and Training for PWA — In coordination with the City the selected consultant will install and configure the selected EAMS software and provide any customizations that are required to support City operations. The selected consultant will offer multiple training workshops prior to "go live" and will continue to offer on-site support during the rollout of the software. The selected Consultant is expected to perform the following tasks: • CMMS Installation Plan [document]—Develop a detailed installation plan for the EAMS/CMMS software. Coordinate with City staff to ensure the technical requirements for the EAMS/CMMS software match the proposed hardware and network configurations. The plan should also address any specific backup and restore procedures required for the selected software. • CMMS Configuration Workshops [event]—a series of meetings to establish the CMMS software configuration requirements. • CMMS Configuration Report [document]—a document describing the intended CMMS configuration, including employees, service request templates, work order templates, and custom inspections, and so forth. • CMMS Installation and Configuration [event]—installation and configuration of the core CMMS software, including system integrations, in accordance with the CMMS Install Plan and CMMS 25K-79. CITY OF SANTA ANA RFP NO.: 17-101 ENTERPRISE ASSET MANAGEMENT SOFTWARE SELECTION AND IMPLEMENTATION SERVICES Configuration Report. The CMMS Install Plan should be updated to reflect actual installation logins and parameters used in order to serve as system documentation. • Legacy System Data Migration [event]—migration of work activity history information from legacy systems, as may be defined in the CMMS Install Plan. • CMMS User Guides and System Administration Guide [documents] --copies of the commercial documentation. • Development Review Workshops [event]—onsite or web meetings to review progress with the CMMS configuration. • Training Materials [document]—materials that will be used for office end-user and system administration training. • Acceptance Test Plan [document]—describes the tests that will be performed to evaluate and accept the CMMS configuration. • Tester Training [event]—training session(s) for the City acceptance testing team. • Acceptance Testing [event]--aty testing in accordance with the approved test plan. • Training Plan [document]—a document describing who, what, and when for upcoming training sessions. • Office End User Training Sessions [events]—training sessions for office -based users. • Production Rollover [event]—transition users and data from legacy system(s) to new CMMS system in accordance with the CMMS Install Plan. • Rollout Support [event]—support to office users during production rollout of core applications. • System Administration Training [events]—training sessions for CMMS system, configuration, and database administrators. After the completion of the initial three tasks, the City intends to use the selected Consultant for additional EAMS/CMMS implementation work even if it is not explicitly defined in the scope of work of this requesi. This will allow the City to continue to work toward a complete and functional enterprise system. FEE PROPOSAL INSTRUCTIONS The City requires a firm, fixed-price proposal with clearly defined deliverables based on the task descriptions in this request. The proposer should provide the total number of hours required to complete the project and also include the hourly rates of all team members working on the project. After the final selection has been made, the City will enter into negotiations with the Consultant to clarify the work performed based on the City's priorities for implementation. CITY RESPONSIBILTIES The City will assign a project manager to oversee the progress of the project and other services as needed throughout the contract. The City's Information Technology staff will assist the selected consultant as needed throughout the installation process if the proposed solution is installed on the City's network. The City will provide access to information contained within its databases as necessary and will assist the selected Consultant in the integration process as mutually determined. Please note the deadline for requests for information below. If required, the City will release one addendum to 25K-80 CITY OF SANTA ANA I ENTERPRISE ASSET MANAGEMENT SOFTWARE SELECTION AND Fee Proposal ' Woolpert offers the following fee proposal for our scoped project EXHIBIT B SERVICES ' 1 PHASE 1 I PROJECT MANAGEMENT ✓ 1.1: Project Administration.........................$25,907.00 ✓ 1.2: Ongoing Project Management 7 Activities ....................................................$17,583.00 $46,333.00 7 ✓ PM.3 Project Kick -Off Meeting ....................$2,843.00 0 2 0 PHASE 21 IMPLEMENTATION PLANNING ✓ 2.1: Software Demonstrations ......................$7,161.00 ✓ 2.2: Pre -Planning Discovery ......................$25,779.00 °� ✓ 2.3: Cityworks Installation ..................... Not applicable ,� ✓ 2.4: Business Process Reviews .................$11,282.00 2 ✓ 2.5: GIS Data Review and—$106,536:00- Recommendations.....................................$29,205.00 ✓ 2.6: System Integrations and Consolidations Planning ....................................................$28,409.00 ✓ 2.6: Quality Control......................................$4,700.00 2 3 PHASE 31 SYSTEM CONFIGURATION 7 ✓ 3.1: Initial Configuration Document..............$2,746.00 ✓ 3.2: Core Cityworks AMS Configuration ..... $81.060.00 ✓ 3.3: System Review and Approval ...............$4,052.00 $92,558.00 .4) ✓ 3.4: Quality Control......................................$4,700.00 4 PHASE 41 ADVANCED FUNCTIONALITY ✓ 4 1 • System Integrations $15 000 to $25 000 ✓ 4.2: Data Migrations....... ✓ 4.3: Advanced Reporting ✓ 4.4: Quality Control........ $15,000 to $20,000 ,. $5,000 to $10,000 Not Applicable .... $1,300 to $3,500 ? 25K-81 $36,300 to $58,500 !v CITY OF SANTAANA I ENTERPRISE ASSET MANAGEMENT SOFTWARE SELECTION AND IMPLEMENTATION SERVICES 5 PHASE 5 1 SYSTEM DEPLOYMENT c4 ✓ 4.1: Test Plan ..............................................$8,724.00 ✓ 4.2: Unser Acceptance Testing ..................$15,897.00 ✓ 4.3: End User Training...............................$18,474.00 ✓ 4.4: Cutover and Go -Live ........................... $74285.00 $28,370.00 ✓ 4.5: Quality Control......................................$2,820.00 5 PHASE 5 1 EXTENDED SUPPORT ✓ 5.1: Extended Support ........................................$0.00 $0.00 N.e Notes: 1. Cityworks Installation. The reason why this task is zero dollars is because Woolpert in proposing that the City implement the public works agencies involved in this project in the Cityworks environment that c % is currently in place for the Water Division. Doing so eliminates the need to install new software. 2. Areas of Uncertainty. Woolpert has provided a range for these services for data migration, e�1 integrations and custom reports because additional detail is required for these areas to provide a fee. Woolpert understands the City's budget and is confident we can provide these services within the budget. We are flexible. c 3 Cityworks License The Cityworks fee information is provided on the following pages. <A ,yl 25K-82 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JANUARY 16, 2018 TITLE: RECEIVE AND FILE STAFF REPORT APPROVING TENTATIVE TRACT MAP NO. 2017-02 TO SUBDIVIDE AN EXISTING PARCEL FOR SINGLE-FAMILY STRUCTURES AT 610 SOUTH NEWHOPE STREET - STEVEN JONES, APPLICANT (STRATEGIC PLAN NOS. 3,2) CI Y MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Receive and file the staff report approving Tentative Tract Map No. 2017-02 as conditioned. PLANNING COMMISSION ACTION At its regular meeting on December 11, 2017, the Planning Commission by a vote of 6:0 (Alderete abstained), adopted a resolution approving Tentative Tract Map No. 2017-02 as conditioned to subdivide an existing parcel into nine lots for condominium purposes at 610 South Newhope Street located in the Two -Family Residence (R2) zoning district. Along with the application for a Tentative Tract Map, the applicant also requested several variances for deviation from the Santa Ana Municipal Code in order to construct the development. The variance requests applied to the minimum lot width requirement, side yard setbacks, rear yard setbacks and the separation requirement between residential structures. The Planning Commission made no changes to the recommendation outlined in the attached staff report (Exhibit A). DISCUSSION The applicant, Steven Jones, representing Rocky Ly Diamond LLC., is proposing to subdivide an existing 0.86 acre parcel into nine parcels to facilitate the construction of a new nine -unit single family detached condominium development. Each of the nine proposed parcels will provide a single-family residential structure. The proposed structures are three-bedroom, two -and -half bathroom, two -car garage residences that average 1,812 square feet in size. Based on a review of the tentative tract map by the Planning Division, Orange County Fire Authority, and Public Works Agency, the project has been designed to be in compliance with the applicable development standards found in Chapter 34 (Subdivision) and 41 (Zoning) of the Santa Ana Municipal Code and applicable R-2 zoning district requirements, and also in compliance with all applicable state codes. 32A-1 TTM No. 2017-02 — Subdivide Parcel at 610 South Newhope Street January 16, 2018 Page 2 The project will provide an opportunity for additional housing on a parcel that is currently under- utilized. These improvements will help to enhance the quality of life of the surrounding community. Full-sized site plans are available for public viewing in the Clerk of the Council Office. 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). FISCAL IMPACT There is no fiscal impact associated with this action. Candida Neal, AICP Acting Executive Director Planning & Building Agency IO:rb S:RFCA\2018\01-16-18\PBA TTM 17-02 610 S Newhope Condosm Exhibit: A. Planning Commission Staff Report 32A-2 REQUEST FOR Planning Commission Action PLANNING COMMISSION MEETING DATE: DECEMBER 11, 2017 TITLE: PUBLIC HEARING - TENTATIVE TRACT MAP NO. 2017- 02 AND VARIANCE NO. 2017-08 TO ALLOW A SUBDIVISION FOR SINGLE-FAMILY STRUCTURES WITH DEVIATIONS TO FRONTAGE, SETBACKS, AND BUILDING SEPARATION LOCATED AT 610 SOUTH NEWHOPE STREET — STEVEN JONES, APPLICANT {STRATEGIC PLAN NOS. 3,2) Prepared by Ivan Orozco PLANNING COMMISSION SECRETARY APPROVED ❑ As Recommended ❑ As Amended ❑ Set Public Hearing For DENIED ❑ Applicant's Request ❑ Staff Recommendation CONTINUED TO Acting Executive D rector Acting PIK ning Mag ger RECOMMENDED ACTION 1. Adopt a resolution approving Tentative Tract Map No. 2017-02 as conditioned.. 2. Adopt a resolution approving Variance No. 2017-08 as conditioned to allow reduction in the minimum lot width requirement; 3. Adopt a resolution approving Variance No. 2017-08 as conditioned to allow reduction in side yard setbacks; 4. Adopt a resolution approving Variance No. 2017-08 as conditioned to allow reduction in rear yard setbacks; and 5. Adopt a resolution approving Variance No. 2017-08 as conditioned to allow reduction in separation requirement between residential structures. Executive Summary _ Steven Jones, representing Rocky Ly Diamond LLC., is requesting approval of a tentative tract map and several variances to permit the construction of a new nine -unit single family detached condominium development at the property located at 610 South Newhope Street. Specifically, the applicant is requesting variances from the minimum lot width requirement, side yard setbacks, rear yard setbacks and the separation requirement between residential structures. Staff is recommending approval of the applicant's request due to the property's geometric design, size, and unavoidable physical constraints for designing a functional site plan. The proposed project has been designed to incorporate significant design features, articulating elevations, as well as limiting the size of the structures in order to minimize any visual impacts on surrounding land uses. EXHIBIT A 32A-3 TTM No. 2017-02, VAR No. 2017-08 December 11, 2017 Page 2 Table 1: Proiect and Location Information Item Information Project Address 610 South Newho a Street Nearest Intersection Newho a Street and McFadden Avenue General Plan Designation Low -Medium Residential (LMR -11) Zoning Designation Two -Family Residence R2 Surrounding Land'Uses North Single -Family Residences East Single-FamilySingfe-Family Residences South Commercial/Residential West Single -Family Residences Site Size 0.86 Acres (37,620 square feet) Existing :Site Development The site is currently developed with a non -habitable 720 -square foot single story residential structure Attachments Exhibit 1 (Resolution), Exhibit 2 (Vicinity Zoning and Aerial View), Exhibit 3 (Site Photo), Exhibit 4 (Site Plan), Exhibit 5 (Floor Plans), Exhibit 6 (Elevations), Exhibit 7 (Renderings), Exhibit 8 (Landscape Pian) Protect Background In 2013, the City received a proposal to develop the site with nine residential units. This proposal was designed to meet the "Townhome Standards" permitted in the (R2) Two -Family Residential Zoning District. The design included three separate structures; each of the structures contained three residential units. Although the project was resubmitted for additional review, :the applicant later withdrew the project.'The current proposal for the site was submitted Jo the City Design Review Committee (DRC) in February 2017. After the initial review was completed, staff provided the applicant a detailed letter that included different requirements based on agency needs. The applicant revised the plans to reflect the list of requirements from each agency. As the revised proposal has met all the necessary requirements for each of the DRC Agencies, the applicant was able to submit for the second phase of .the approval process; discretionary approval of the tentative tract map and the variances from the (R2) development standards. Prior to the Planning Commission Hearing, staff arranged for the applicant to go before the Planning Commission Design Review Sub -Committee. During the meeting, the sub -committee members were able to review the plans and comment on the entirety of the project. Some of the items that were mentioned were the final color palette including door colors, whether the development will be a gated community, parking and what the Home Owner's Association dues will cover. Proiect Description The 610 South Newhope Condo project consists of the construction of nine detached single family residential structures. The proposal also includes a tentative tract map to create nin& individual parcels in order to sell the parcels as detached condominiums. The applicant has 32A-4 TTM No. 2017-02, VAR No. 2017-08 December 11, 2017 Page 3 proposed to use four different floor plans as well as four different color schemes throughout. The use of different materials and colors will help create variation between the residential structures, guaranteeing that the 'bookie -cutter" effect will not be seen for this development. Staff has worked attentively to guide the applicant in the direction that they can produce a project that is completely 'but -of -the -box", considering the physical constraints of the '66 -foot wide by 570 -foot deep lot. An additional factor to consider is the existing single family properties to the north and how to design a new two-story development that will transition from primarily one-story construction to the commercially zoned properties to the south. By placing the structures on the south portion of the lot, the single family residences to the north will continue to have privacy for the backyard area. The proposed units are three-bedroom, two -and -half bathroom, two -car garage residences that average 1,812 square feet in size. The applicant has incorporated design measures to provide a larger home without having to expand the building footprint. For example, each unit provides a 9 - foot ceiling height, which makes the appearance of a larger space. Another design feature that opens up the floor plan is having an open floor concept on the ground floor. To help create a sense of place such as a small residential block, the property owner will be constructing a 4 -foot wide sidewalk that connects all 9 units to .the front of the property. The drive aisle will also be made with a combination of decorative pavers and stamped concrete. A full landscape design approach was also provided and will incorporate a tier system of landscaping materials; trees, bushes, and vines will be used throughout to mitigate any restrictiveness that the block walls may convey. Table 2: Development Standards R=2; Two' Famil kisidence Sec. 41-246 of the;SAMC Standard Required by SAMC Provided Stteet,Fiontage (Lots'Containing!Two, 2 :or More:Dwellin" Units j5 Feet 66 Feet Building Height 27 Feet 27 Feet Lot Coverage 50 Percent 32 Percent Front Yard 20 Feet 20 Feet Side Yards. 5,,Feet, 8 mches;on South -Elevation Rear Yard. 15•.17eet. - 1*Feet Buil ding 'Separatibm 15'feet 1" Feet. Private Open Space 100 Square Feet Range from 330 square feet to 802 s uare feet Phrkiri - Parking Type Number Re ulmd Number Provided Garage Spaces 18 18 Driveway Spaces 18 18 Total Onsite Spaces 36 36 32A-5 TTM No. 2017-02, VAR No. 2017-08 December 11, -2017 Page 4 Project Analysis Tract Map Subdivision requests are governed by Chapter 34 and Chapter 41 of .the SAMC. Pursuant to Section 66473.5 and 66474 of the California Subdivision Map Act, applications for tentative tract maps are approved when it can be shown that findings can be made in support of the request. Specifically, findings related to the proposal being consistent with the General Plan, the project site is physically suitable for the type and density of the proposed project, the proposed project will not cause substantial environmental damage or substantially and avoidably injure fish and wildlife or their habitat, the proposed project will not cause serious public health problems, or the proposed project will not conflict with easements necessary for public access through or use of the property must be ,made. Using this information staff has prepared the following analysis, which, in tum forms, the basis for the recommendation contained in this report. In analyzing the applicant's request, staff believes that the following analysis•warrants approval of the tentative tract.map. The applicant is seeking approval of a tentative tract map to subdivide an existing parcel of land into nine lots for condominium purposes. Upon completion of the subdivision, the lots will continue to be. utilized for residential use in the form of detached single-family structures with air rights. In reviewing the project, staff determined that the proposal as conditioned is consistent with the various provisions of the City's Zoning Code and General Plan, including lot -size, lot coverage, and ,parking. Further conditions of approval have been included to ensure the project is in compliance with all applicable standards of the SMAC. Further, no adverse environmental impacts to fish or wildlife populations were identified as the project site is located in a built -out, urbanized area, Finally, the tentative tract map was found to be consistent with the California Subdivision Map Act and Chapter 34 of the SAMC. Variance The applicant's request for variances from the development standards of the Santa Ana Municipal Code (SAMC) requires staff to identify findings for granting the variance. Of those findings, the site has special circumstances that would otherwise be limiting the full use of the property if .the requirements of the code are applied. The request to allow the construction of nine single-family residential structures is warranted by the fact that property's unique shape constrains the development of any type of housing construction. Not only is the lot narrower than the required minimum width of a property with more than one residential structure, but the lot is extremely deep, making this property difficult to develop without the use of a variance from the development standards. Granting the variances allows the property owner the ability to provide additional housing opportunities in the City of Santa Ana. The variances to allow the construction of the nine residential structures will not be detrimental to the public welfare or injurious to the surrounding properties since the single-family residences will be complimentary to the surrounding residential uses in the area. Additionally, the granting of the variances is consistent with the General Plan vision of the City by promoting continued economic investment to private development. 32A-6 TTM No. 2017-02, VAR No. 2017-08 December 11, 2017 Page 5 The applicant has requested a variance from several code requirements: • Section 41-247.7 (b) of the SAMC requires that lots containing two or more dwelling units shall have a street frontage of at least 75 feet. The lot is only 66 feet wide. • Section 41-250 of the SAMC, which requires a side yard of not less than five feet. The proposed garages are located eight inches from the south property line. • Section 41-251 of the SAMC, which requires a minimum rear yard of 15 feet. The proposal indicates that a portion of the rear unit (Unit No. 9) is approximately 10 feet from the rear property line at the garage, with the rest of the building providing a setback of 16 feet. • Section 41-254 of"the SAMC, which requires a minimum separation of 15 feet between residential structures. The proposed development offers a variation of separation distance, with a minimum of approximately seven -and -half feet. Although the existing parcel is irregular in shape due to the extremely long depth, the variances to which the applicant is requesting will allow the use of the property in a manner consistent with the zoning code and General Plan. Further, the proposed project will meet the remaining development standards of the SAMC and the Citywide Design Guidelines pertinent to single-family detached structures. The overall project provides an opportunity for additional housing and development that would otherwise continue to have a vacant, under-utilized parcel. These improvements will help to enhance the quality of life of the surrounding community, setting precedent to other residential properties in the area with similar circumstances. Table 3: CEQA. Strategic Plan Alignment, and Public Notification & Community Outreach CEQA, Strate ic'Plan Alignment,, and Public Notification,& Community'Outreach CEQA,. CEQA Type Categorical Exemption Section 15332 Document Type In -Fill Development Projects Reason(s) Class 32 exemptions apply to In -fill development projects. The proposed nine -unit Exempt or Analysis development project is located on a primarily vacant parcel. The project is consistent with the applicable general plan designation and all general plan policies, as well as with applicable zoning designation. The proposed development occurs within city limits on a project site of no more than five acres and has no value as a habitat for endangered, rare or threatened species. Finally, the site can be adequately served by all required utilities and approval of the project would not result in any significant effects relating to traffic, noise, air ualit , or water quality, Strategic -Plan Alignment _ Goal(s), Policy or Approval of this item supports the City's efforts to meet Goal #3 — Economic Development, Policies Objective #2 (create new opportunities for business/job growth and encourage private development through new General Plan and Zoning policies) 32A-7 TTM No. 2017-02, VAR No. 2017-08 December 11, 2017 Page 6 Public Notification & Community Outreach Required Measures A public notice was posted on the project site on November 30, 2017 Notification by mail was mailed to all property owners and occupants within 500 feet of the project site on November 30, 2017. Newspaper posting was published in the Orange County Reporter on December 1, 2017. Conclusion Based on the analysis. provided within this report, staff recommends that the Planning Commission approve Tentative Tract Map No. 2017-02 and Variance No. 2017-08 as conditioned. 10: sb SAPlanning Commisslon120171TM 17-02 VAR 17-08 610 S Newhope Condos.pc Exhibits: 1 — Resolution 2 — Vicinity Zoning and Aerial View 3 — Site Photo 4 — Site Plan 5 — Floor Plans 6 — Elevations 7 — Renderings 8 — Landscape Plans 32A-8 LS 12.11.17 RESOLUTION NO. 2017-45 A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF SANTA ANA APPROVING TENTATIVE TRACT MAP NO. 2017-02 AND VARIANCE NO. 2017-08 AS CONDITIONED TO ALLOW A SUBDIVISION FOR CONDOMINIUM PURPOSES AND ALLOW THE CONSTRUCTION OF SINGLE-FAMILY STRUCTURES WITH DEVIATIONS TO FRONTAGE, SETBACKS, AND BUILDING SEPARATION STANDARDS FOR THE PROPERTY LOCATED AT 610 SOUTH NEWHOPE 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. Steven Jones, representing Rocky Ly Diamond LLC., hereinafter referred as "Applicant," is requesting approval of Tentative Tract Map No. 2017-02 and Variance No. 2017-08 to allow a subdivision for single-family structures with deviations from the frontage, setbacks, and building separation standards for the property located at 610 South Newhope Street. B. Pursuant to Santa Ana Municipal Code (SAMC) Section 34-127, the Planning Commission is authorized to review and approve tentative tract maps. C. Pursuant to SAMC Section 41-638, the Planning Commission is authorized to review and approve variances to a) reduce the minimum street frontage, b) reduce the side yard setback, c) reduce the rear yard setback d) reduce the building separation as set forth by the SAMC. D. Tentative Tract Map No. 2017-02 and Variance No. 2017-08 came before the Planning Commission of the City of Santa Ana on December 11, 2017, for a duly noticed public hearing. E. The Planning Commission of the City of Santa Ana determines that following findings, which must be established in order to grant Variance No. 2017-08, have been established as required by SAMC Section 41- 638: 1. That because of special circumstances applicable to the subject property, including size, shape, topography, location or surroundings, the strict application of the zoning ordinance is found Resolution No. 2017-45 Page 1 of 9 32XT 1 to deprive the subject property of privileges not otherwise at variance with the intent and purpose of the provisions of this Chapter. The project site has a special circumstance related to its size and shape that warrants a variance. The proposed project will be located on a site with unusual width and depth lengths. With a depth of approximately 570 feet, the property creates difficulty in designing a functional layout of the structures without encroaching into the setback requirements and meeting the back-up distances, landscaping requirements, and drive aisle widths for on-site services. The "zero" lot setback that is proposed for the project will only be used for the rear garage wall. Without this reduction the width of the property at 66 feet wide will not allow for a proper back-up distance required by code. The setback for the remaining portion of the home will meet the side yard setback distance of five feet. The separation distance of seven -and -half feet will allow the structures to create a suitable distance between each home and also allow sufficient space for a hammerhead turnaround on the property. Although the separation distance is less than required by code, the design of the buildings and articulation of the walls have provided more than sufficient private open space for each of the homes. The minimum required by code is 100 square feet, with the homes providing an average of 431 square feet private open space. The rear yard setback requirement is 15 feet; however the proposed setback for Unit 9 is only 10 feet for the garage wall. The applicant was able to provide 16 feet for the rest of the home and increased to private open space to 802 square feet to make up for the absent five foot distance. 2. That the granting of a variance is necessary for the preservation and enjoyment of one or more substantial property rights. The granting of these variances is necessary for the preservation and enjoyment of substantial property rights. The granting of the multiple variances will preserve the property owner's ability to develop a vacant lot with a use that is allowed in the (R-2) Two -Family Residence zoning district and will provide new housing opportunities to people wishing to move into the City. That the granting of a variance will not be materially detrimental to the public welfare or injurious to surrounding property. Resolution No. 2017-45 Page 2 of 9 32A-10 The granting of the variances will not be detrimental to the public or surrounding properties. As demonstrated in the site plan for the project, the site will have sufficient parking, open space, landscaping, and use of alternative materials to assure that the development of the site will provide an enhance living condition to its residents. Therefore, the reduction in lot frontage, setbacks, and building separation will not be detrimental to the surrounding community as it will not result in impacts affecting adjacent residential and commercial properties to the north and south of the site. Further, the granting of the variance will allow the development of a vacant site and allow full use of the property. Finally, conditions have been placed to ensure that the site is in compliance with all other development standards and maintenance standards applicable to the property. 4. That the granting of a variance will not adversely affect the General Plan of the city. The project will not adversely affect the General Plan, but rather supports its goals. Goal 1 and 2 of the Land Use Element encourages uses that promote a balance of land uses that address basic community needs. The project complies with the majority of the (R-2) Two -Family Residence zoning district and addresses basic community needs such as additional housing opportunities which enhance the City's economic and fiscal viability. In addition, Policy 5.5 of the Land Use Element encourages development that is compatible with and supporting of surrounding land uses. The project will be located on a site surrounded by residential uses and will be compatible with the surrounding single family structures. Lastly, conditions of approval will also ensure that the project remains compatible with surrounding land uses and guarantees that on-site maintenance of the property will continue to occur. F. The Planning Commission of the City of Santa Ana determines that following findings, which must be established in order to grant Tentative Tract Map No. 2017-02, have been established as required by SAMC Section 34-127 and the California Subdivision Map Act: 1. The proposed project and its design and improvements are consistent with the Low -Medium Residential (LMR) designation of the General Plan and are otherwise consistent with all other Elements of the General Plan. Resolution No. 2017-45 Page 3 of 9 32A-11 The proposed project and its design and improvements will be consistent with the Low -Medium Residential (LMR) land use designation of the General Plan and are otherwise consistent with all other elements of the General Plan and any applicable specific plans. The proposed subdivision of land will create nine individual parcels with condominium rights and will be consistent with the various provisions of the General Plan. 2. The proposed project conforms to all applicable requirements of the zoning and subdivision codes as well as other applicable City ordinances. The proposed project will conform to most of the requirements of the zoning ordinance, except for those items that require a variance. All subdivision codes will be met as well as other applicable City ordinances. The proposed project conforms to the (R2) Two -Family Residential provisions of the zoning code that pertain to lot size, parking, landscaping, and floor area ratio; by doing so, the parcel and the construction within the parcel guarantee conformance to all R2 standards of the SAMC. 3. The project site is physically suitable for the type and density of the proposed project. The project site is physically suitable for the type and density of the proposed project. The current general plan land use density would allow for 10.41 density units per acre, with the proposed project only developing nine units. The proposed site consists of approximately 0.86 acres of land and is physically suitable for the proposed development, where access to the site will be from Newhope Street. 4. The design and improvements of the proposed project will not cause substantial environmental damage or substantially and avoidably injure fish and wildlife or their habitat. The design and improvements of the proposed project will not cause substantial environmental damage or substantially and avoidably injure fish and wildlife or their habitat. Since the project is located in an urbanized area, there are no known fish or wildlife populations existing on the project site. Therefore, the proposed subdivision will not cause any substantial environmental damage or substantially and avoidably injure fish and wildlife or their habitat. Resolution No. 2017-45 Page 4 of 9 32A-12 5. The design or improvements of the proposed project will not cause serious public health problems. The design or improvements of the proposed project will not cause serious health problems, with the proposed subdivision not having any detrimental effects upon the general public. The property will include necessary utilities and infrastructure improvements as required under Development Project Review No. 2017-05. 6. The design or improvements of the proposed project will not conflict with easements necessary for public access through or use of the property within the proposed project. The design or improvements of the proposed project will not conflict with easements necessary for public access or use of the property within the proposed project since there are no existing and recorded easements for the property. The conceptual design of all construction for the property will not affect the proposed access easement. The Applicant will be recording an easement necessary to ensure reciprocal rights between properties, including but not limited to access, egress, common areas, and drainage. Section 2. In accordance with the California Environmental Quality Act (CEQA), the recommendation is exempt from further review pursuant to Section 15332 (Class 32 "In -Fill Development Projects'). Class 32 exemption applies to projects characterized as infill development meeting the following conditions: 1. The project is consistent with the applicable general plan designation and all applicable general plan policies as well as with applicable zoning designation and regulation; 2. The proposed development occurs within city limits on a project site of no more than five acres substantially surrounded by urban uses; 3. The project site has no value as habitat for endangered, rare or threatened species; 4. Approval of the project would not result in any significant effects relating to traffic, noise, air quality, or water quality; and 5. The site can be adequately served by all required utilities and public services. The project is consistent with the City's General Plan and the R-2 development standards. The project meets several General Plan goals and policies, including the Land Use Element's Goal 1 (to promote a balance of land uses to address basic community needs), Goal 2 (to promote land uses which enhance the City's economic and fiscal viability), and Goal 3 (to preserve and improve the character and integrity of neighborhoods). Further, the proposed project will take place within city limits and is on a project site that is less than five acres in size and is surrounded by urban areas. The project site has no value as habitat for endangered, rare, or threatened species and is not identified in the General Plan as having such value. Approval of the project will not Resolution No. 2017-45 Page 5 of 9 32A-13 result in any significant effects relating to traffic, noise, air quality, or water quality. The City's Planning Division and Public Works Agency have reviewed the proposed project and have determine that the amount of traffic, noise, air quality impacts, and water quality impacts are below thresholds that would warrant further analyses. Finally, the site will be served by all required utilities and public services as it is located within a heavily -urbanized area near the intersection of Newhope Street and McFadden Avenue. Based on this analysis, a Notice of Exemption for Environmental Review No. 2017-12 will be filled for this project. Section 3. 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 sole negligence of the City of Santa Ana. Section 4. The Planning Commission of the City of Santa Ana, after conducting the public hearing, hereby approves Tentative Tract Map No. 2017-02 and Variance No. 2017- 08 as conditioned in "Exhibit A" attached hereto and incorporated as though fully set forth herein. This decision is based upon the evidence submitted at the above said hearing, which includes, but is not limited to: the Request for Planning Commission Action dated December 11, 2017, and exhibits attached thereto; and the public testimony, written and oral, all of which are incorporated herein by this reference. ADOPTED this 111h day of December 2017 by the following vote: AYES: Commissioners: BACERRA, CONTRERAS-LEO, MCLOUGHLIN, MENDOZA, NGUYEN, VERINO (6) NOES: Commissioners: ABSENT: Commissioners: ABSTENTIONS: Commissioners: ALDERETE (1) Mark McLoughlin Chairman Resolution No. 2017-45 Page 6 of 9 32A-14 APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: Lisa Storck Assistant City Attorney CERTIFICATE OF ATTESTATION AND ORIGINALITY I, SARAH BERNAL, Recording Secretary, do hereby attest to and certify the attached Resolution No. 2017-45 to be the original resolution adopted by the Planning Commission of the City of Santa Ana on December 11, 2017. Date: Recording Secretary City of Santa Ana 32A-15 Resolution No. 2017-45 Page 7 of 9 EXHIBIT A Conditions for Approval for Tentative Tract Mau No. 2017-02 Tentative Tract Map No. 2017-02 is approved subject to compliance, to the reasonable satisfaction of the Planning Manager, with applicable sections of the Santa Ana Municipal Code, the California Administrative Code, the California Building Standards Code, and all other applicable regulations. In addition, they shall meet the following conditions of approval: The Applicant must comply with each and every condition listed belowrip or to exercising the rights conferred by this tentative tract map. The Applicant must remain in compliance with all conditions listed below throughout the life of the development project. Failure to comply with each and every condition may result in the revocation of the tentative tract map. A. Planning Division 1. All proposed site improvements must conform to the Site Plan Review approval of DP No. 2017-05. 2. Any amendment to this Tentative Tract Map, including modifications to approved materials, finishes, architecture, site plan, landscaping, parking, and square footages, must be submitted to the Planning Division for review. At that time, staff will determine if administrative relief is available or if the site plan review must be amended. 3. Prior to submittal into Building Plan Check, the applicant must submit Covenants, Conditions and Restrictions (CC&R's) for the project to the case planner for review and approval. 4. Prior to approval of the final tract map or issuance of building permits, whichever occurs first, the Covenants, Conditions and Restrictions (CC&Rs) shall be recorded. At a minimum, the CC&Rs shall cover reciprocal common access and shall be maintained in perpetuity. 5. The final map must be approved and recorded prior to issuance of building permits. 6. The final map and all improvements required to be made or installed by the subdivider must be in accordance with the design standards and specifications of the Santa Ana Municipal Code and the requirements of the State Subdivision Map Act. Resolution No. 2017-45 Page S of 9 32A-16 Conditions of Approval December 11, 2017 Page 2 7. Two copies of the recorded final map and CC&Rs shall be submitted each to the Planning Division, Fire Authority, Building Division, and Public Works Agency within 10 days of recordation. Conditions for Approval for Variance No. 2017-08 Variance No. 2017-08 is approved subject to compliance, to the reasonable satisfaction of the Planning Manager, with applicable sections of the Santa Ana Municipal Code, the California Administrative Code, the California Building Standards Code, and all other applicable regulations. In addition, they shall meet the following conditions of approval: The Applicant must comply with each and every condition listed belowrip or to exercising the rights conferred by this variance. The Applicant must remain in compliance with all conditions listed below throughout the life of the development project. Failure to comply with each and every condition may result in the revocation of the variance. A. Planning Division 1. Approval by the Planning Division will be required for final design review of the architectural style and materials for the homes prior to Building Plan Check submittal. 2. A detailed landscape plan must be reviewed and approved prior to issuance of any building permits. In addition to the landscaping palette, the plan shall include details on the hardscape design. At a minimum, the project shall incorporate the amount and size of landscaping as shown on the preliminary landscape plans. The exact specifications for these items are subject to the review and approval of the Planning Division. 3. After project occupancy, landscaping is to be maintained to include the minimum level of plant materials installed at the time of occupancy as required by the approved plans. Resolution No. 2017-45 Page 9 of 9 32A-17 11129/2017 �d 2017 nlWtel Man nrntlurt<. 1111 Hl hr, rn,w H. httpl/apps.spatialstream.condproduction/dashboard/8/8!2/CunentBuild/R1tnl/Reporting.html 1l1 32A-18 TM 2017-02, VAR 2017-08 610 SOUTH NEWHOPE STREET Exhibit 3 32A-19 i t ` fin ,,�': �..- � . 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Vii' M e ;..;..►. o ►.eUii t09: 'i►oor•EFic � . ..�::..: PIS; . 0►0.: ;!�'3 'J. - s MIN II TM 2017-02, VAR 2017-08 610 SOUTH NEWHOPE STREET Exhibit 8 32A-25 32A-26 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JANUARY 16, 2018 TITLE: ADOPT A RESOLUTION TO ENTER INTO AN AGREEMENT FOR THE FY2017 HOMELAND SECURITY GRANT PROGRAM FUNDING; AND APPROVE AN APPROPRIATION ADJUSTMENT (STRATEGIC PLAN NO.1.2, 6) AIL MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER 1. Adopt a resolution authorizing the City Manager and the Chief of Police, or his designee(s), to enter into an agreement with the State of California, California Governor's Office of Emergency Services (Cal OES) for the FY2017 Urban Areas Security Initiative (UASI) funding program in the amount of $4,644,000, and any additional grant funds awarded under this funding program. 2. Direct the City Attorney to prepare and authorize the Chief of Police and the Clerk of the Council to enter into reimbursement agreements for all grant related program and project activities, to include planning, organization, equipment, training, exercise, and management and administration costs, with the County of Orange or any of the cities located in the designated Anaheim/Santa Ana Urban Area. Approve an Appropriation Adjustment recognizing $4,644,000 in the FY 2017 Urban Areas Security Initiative revenue account (no. 12514002-52001) and appropriate same to expenditures accounts (nos. 12514407 -various). DISCUSSION The United States Department of Homeland Security (DHS) developed the Urban Areas Security Initiative funding program (UASI), which provides funds to local emergency first responders to enhance security and overall preparedness to prevent, respond to, and recover from acts of terrorism. The grant specifically provides funding for anti -terror equipment, planning, training, exercises and technical assistance. In FY 2006.the United States Department of Homeland Security (DHS) combined the Anaheim:UASI and the Santa Ana UASI into a single Urban Area. The City of Santa Ana -will continue to be designated as an Urban Area Core City and will share grant administrative responsibilities with the City of Anaheim. The City of Santa Ana Police Department has worked with the City of Anaheim, the 55A-1 Homeland Security Grant Program January 16, 2018 Page 2 County of Orange, and cities within the Anaheim/Santa Ana Urban Area to determine current capabilities and needs, and have established goals and objectives for the Anaheim/Santa Ana Urban Area. The Police Department will work in collaboration with the City of Anaheim to develop projects and implement complimentary strategies for responding to acts of terrorism. Total funding for the UASI Grant Program is established through an Appropriation Act set forth by Congress. Award amounts for each Urban Area are determined using a methodology assessing relative risk of terrorism, in accordance with the 9/11 Act. Over the years, Congress has steadily decreased the amount of funding allocated to DHS and subsequently the UASI Grant Program. As a result, the total number of Urban Areas and the award amounts have been greatly reduced. Santa Ana's UASI award amount has steadily decreased from a high of $25,254,334 in 2004 to the current FY17 award of $4,344,000. In addition, the California Governor's Office of Emergency Services (CalOES) has identified the City of Santa Ana to receive FY2017 Homeland Security Grant Program (HSGP) funds in the amount $300,000 for use in supporting the Orange County Intelligence Assessment Center (OCIAC). The overall award to the City of Santa Ana totals $4,644,000 for FY2017. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #1 Community Safety, Objectives #2; Broaden communications, information sharing and community awareness of public safety activities, and Objective #6; Enhance public safety integration, communications, and community outreach. FISCAL IMPACT An Appropriation Adjustment will be submitted following the notice of award for the FY 2017 Urban Areas Security Initiative from Cal OES; revenue account (no. 12514002-52001) and expenditure accounts (nos. 12514407 -various). Funds will be budgeted by fiscal year as follows: avi alentin Acting Chief of Police Santa Ana Police Department Exhibit: 1. Resolution FY 2017-18 $10,000 FY 2018-19 $3,039,587 FY 2019-20 $1,594,413 Total $4,644,000 AS TO FUNDS AND ACCOUNTS: f ranWsco Gutierrez �Yt `Executive Director Finance & Mgt. Services Agency 55A-2 IN tb 1.02.18 RESOLUTION NO. 2018 -XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING THE CITY MANAGER AND THE CHIEF OF POLICE OR THEIR DESIGNEE(S) TO ENTER INTO AN AGREEMENT WITH THE STATE OF CALIFORNIA GOVERNOR'S OFFICE OF EMERGENCY SERVICES FOR THE FY2017 URBAN AREA SECURITY INITIATIVE FUNDING 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: 0 The United States Department of Homeland Security has developed the Urban Areas Security Initiative funding program (UASI). UASI provides funds4e=lacai-emergency first.responders-to,:purehase=equipment, B. In FY 2006 the United States Department of Homeland Security combined the Anaheim and Santa Ana Urban Areas into a single Urban Area, and provided for shared administrative responsibilities between Santa Ana and Anaheim. In FY2017 the City of Santa Ana is the lead administrative agency for UASI funding. C. The City of Santa Ana has been awarded funding from the California Govemor's Office of Emergency Services (CAL OES) for the FY2017 UASI in an amount to be determined by OES by the third quarter of 2017. D. The City of Santa Ana has been notified that additional funds will be awarded from CAL OES for the FY 2017 UASI in an amount to be determined by CAL OES in the fourth quarter of 2017. Section 2. The City Council of the City of Santa Ana hereby authorizes the City Manager and/or the Police Chief or their designee(s) to apply for the FY 2017 UASI grant through CAL OES and upon receiving such award, enter into an agreement with CAL OES for the FY 2017 Urban Areas Security Initiative funding program in an amount to be determined by CAL OES by the third quarter of 2017. The authorization provided herein shall also pertain to any and all grant monies awarded under this grant. Resolution No. 2018 -XXX 55A-3 Page 1 of 2 Section 3. The City Council of the City of Santa Ana hereby authorizes and directs the City Attorney's Office to prepare and authorizes the City Manager to enter into reimbursement agreements for all grant related program and project activities including planning, organization, equipment, training, exercise and management and administration costs with the County of Orange and any of the cities located in the designated Anaheim/Santa Ana Urban Area for use of the FY 2017 UASI grant funds. 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 January, 2018. Miguel A. Pulido Mayor APPROVED AS TO ORM: S i R. Carvalho, Attomey By: TaYnara Bogosian Assistant City Attorney 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. 2018 -XXX to be the original resolution adopted by the City Council of the City of Santa Ana on Date: Resolution No. 2018 -XXX Page 2 of 2 Clerk of the Council City of Santa Ana 55A-4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JANUARY 16, 2018 CLERK OF COUNCIL USE ONLY: TITLE: APPROVED ADOPT A RESOLUTION AND ❑ As Recommended AUTHORIZATION TO CARRY OVER FUNDS ❑ As Amended E] Ordinance on 1n Reading TO THE 2019 FEDERAL TRANSPORTATION ❑ Ordinance on Reading IMPROVEMENT PROGRAM Re ❑ Implementing Resolution {STRATEGIC PLAN NO. 6, 1G) ❑ Set Public Hearing For CONTINUED TO i�i/ ►� ✓it r CIT TANAGER RECOMMENDED ACTION FILE NUMBER Authorize the City Manager to submit selected projects to the Orange County Transportation Authority for inclusion into the 2019 Federal Transportation Improvement Program. 2. Adopt a resolution certifying that the City has the resources to fund the projects submitted for inclusion into the 2019 Federal Transportation Improvement Program, and confirming the City's commitment to implement all projects submitted to the program. The recommended action would authorize the City Manager to request that the Orange County Transportation Authority (OCTA) carry over federally funded projects from the current Federal Transportation Improvement Program (FTIP) to the 2019 FTIP. The projects are those using Active Transportation Program (ATP); Highway Bridge Replacement and Rehabilitation (HBRR); Congestion Mitigation and Air Quality (CMAQ); and Orange County Measure M2 -Regional Capacity (ORAM2RC) funds. The FTIP is the primary programming and implementation process for projects identified in the Regional Transportation Plan, which is administered by the Southern California Association of Governments. The Orange County Transportation Authority (OCTA) requested that all agencies countywide carry over all federally funded projects from the existing FTIP to the FY 2018-19 FTIP if project completion occurs after 2017. The FTIP is updated every two years, and 2021 will be the next update. In order to maintain the eligibility of allocated federal funds, the City must provide OCTA with a Resolution (Exhibit 1) certifying that the City has the resources to fund its share of the projects. Additionally, in order to receive California Transportation Commission allocation approval, the City must provide documentation that the project is programmed in the FTIP. Staff is requesting authorization to carry over the following projects for the FTIP: 5513-1 Resolution to Carry Over Existing Funds to the 2019 FTIP January 16, 2018 Page 2 15-6848 ORA150106 Bishop -Pacific -Shelton Bike Boulevards ATP 17-6880 ORA151502 Santa Ana Blvd. & 5th St. Protected Bike Lanes ATP 17-6885 ORA151503 Edinger Ave. Protected Bike Lanes ATP City of Santa Ana -First Street Pedestrian ATP TBD ORA170802 Improvements City of Santa Ana -West Willits Street Protected ATP TBD ORA170803 Bicycle Lanes City of Santa Ana-SRTS Davis Elementary ADA ATP 16-2653 ORA170804 Compliance 11-6740 ORA150005 Bristol Street Improvements: Washington ORAM2RC Avenue to 17th Street Bristol Street -Edinger Avenue Class II Bike CMAQ 18-6906 ORA152210 Lanes 18-6908 ORA152212 Bristol Street Protected Bicycle Lanes CMAQ 18-6912 ORA152213 Citywide Bike Racks CMAQ 18-6903 ORA152214 Hazard Avenue Protected Bike Lanes CMAQ 11-6741 ORA150003 Bristol Street Improvements: Warner Avenue to ORAM2RC St. Andrew Place 15-6827 ORA170007 Fairview Bridge and Street Improvements HBRR 13-6792 ORA150004 Bristol Street Improvements: Civic Center Drive ORAM2RC to Washington Avenue STRATEGIC PLAN ALIGNMENT 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. 55B-2 Resolution to Carry Over Existing Funds to the 2019 FTIP January 16, 2018 Page 3 FISCAL IMPACT Matching funds for the referenced projects have either already been budgeted and are available for expenditure or they are programmed to be budgeted in future fiscal years. The projects are in varying stages of completion and for some projects the City Match requirement has been fulfilled. A summary of the remaining City Match obligation for the projects to be carried over to the FY 2018-19 FTIP is as follows: See Exhibit 2 for City Match details by project. Ekecutive Director Public Works Agency FM/EWG/ZK/HG Exhibit: 1. Resolution 2. City Match Detail by Project Finance 55B-3 AS TO FUNDS AND ACCOUNTS: Management Services Agency MATCH MATCH FUNDINGCITY CITY • (Accounting Unit) MEASURE M2 FAIRSHARE $684,615 (03217662) AREA FEES — AREA F $29,112 (03517660) DEMONSTRATION FUND $365,197 (05917660) GAS TAX $833,018 (05917661) TOTAL CITY MATCH BALANCE: $1,911,942 See Exhibit 2 for City Match details by project. Ekecutive Director Public Works Agency FM/EWG/ZK/HG Exhibit: 1. Resolution 2. City Match Detail by Project Finance 55B-3 AS TO FUNDS AND ACCOUNTS: Management Services Agency 55B-4 jmf 12121/17 RESOLUTION NO. 2018 -XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA CERTIFYING THAT THE CITY HAS THE RESOURCES TO FUND THE PROJECTS IN THE 2019 FEDERAL TRANSPORTATION IMPROVEMENT PROGRAM AND AFFIRMING THE CITY'S COMMITMENT TO IMPLEMENT ALL PROJECTS IN THE 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 is located within the six -county metropolitan planning boundaries of the Southern California Association of Governments ("SCAG"). B. SCAG is required under both federal and state law to develop a Federal Transportation Improvement Program ("FTIP") for this region in partnership with the six respective county transportation commissions, including the Orange County Transportation Authority, which administers the FTIP in Orange County. The FTIP is a comprehensive listing of all surface transportation projects proposed over a six-year period that will receive federal funding or are subject to a federally required action. C. The City Council has authorized project submittals to the Orange County Transportation Authority for inclusion in the FTIP, where the City is the lead agency for such projects and will comply with applicable local, state, and federal provisions, including but not limited to the Federal Transportation Improvement Program, California Environmental Quality Act, National Environmental Policy Act, Americans with Disabilities Act, and Buy America. D. All local agency projects must be carried over to the 2019 FTIP if they will be completed after 2017. E. The City agrees to construct Transportation Control Measures projects where applicable. Section 2. The City Council of the City of Santa Ana hereby certifies that the City has the resources to fund the projects submitted in the 2019 Federal Transportation Improvement Program and affirms the City's commitment to implement these projects, which are as follows: Exhibit 1 Resolution No. 2018 -XXX Page 1 of 3 55B-5 jmf 12/21/17 CITY OCTA GRANT PROJECT••JECT CARRY-OVER PROJECTSFUNDING • ID TYPE 1 ORA150106 Bishop -Pacific -Shelton Bike Boulevards ATP 15-6848 17-6880 ORA151502 Santa Ana Blvd. & 5th St. Protected Bike Lanes ATP 17-6885 ORA151503 Edinger Ave. Protected Bike Lanes ATP TBD ORA170802 City of Santa Ana -First Street Pedestrian Improvements ATP TBD ORA170803 City of Santa Ana -West Willits Street Protected Bicycle Lanes ATP 16-2653 ORM 70804 City of Santa Ana-SRTS Davis Elementary ADA ATP Compliance 11-6740 ORA150005 Bristol Street Improvements: Washington Avenue ORAM2RC to 17th Street 18-6906 ORA152210 Bristol Street -Edinger Avenue Class II Bike CMAQ Lanes 18-6908 ORA152212 Bristol Street Protected Bicycle Lanes CMAQ 18-6912 ORA152213 Citywide Bike Racks CMAQ 18-6903 ORA152214 Hazard Avenue Protected Bike Lanes CMAQ 11-6741 ORA150003 Bristol Street Improvements: Warner Avenue to ORAM2RC St. Andrew Place 15-6827 ORA170007 Fairview Bridge and Street Improvements HBRR 13-6792 ORA150004 Bristol Street Improvements: Civic Center Drive ORAM2RC to Washington Avenue 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. Resolution No. 2018-M Page 2 of 3 55B-6 jmf 12/21/17 ADOPTED this _ day of , 2018. Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: John M. Funk Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Maria D. Huizar, Clerk of the Council, do hereby certify the attached Resolution No. 2018 -_ to be the original resolution adopted by the City Council of the City of Santa Ana on , 2018. Date: Clerk of the Council City of Santa Ana 55B-7 Resolution No. 2018 -XXX Page 3 of 3 55B-8 55B- , ; S. T. §■ § ! $ } 7 } $ J 2 & # # 2& \£ §§ §§] §§§§§§§§§ • ;; N;; l;r:;;!!; ! #8 /K■\° � : : :•§!! ! ! ! ( / / | K ) �\ § , \ - � »8E \ 000 \ \ § ) | )( § ; | ) \ ( . � r r § \ | \ § !"!!§ 55B- 55B-10 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JANUARY 16, 2018 CLERK OF COUNCIL USE ONLY: TITLE: APPROVED AMEND AGREEMENT WITH CLR DESIGN TO ❑ As Recommended EXPAND CONSULTANT DESIGN SERVICES ❑ As Amended FOR THE SANTA ANA ZOO GIANT RIVER E] Ordinance on Reading PROJECT NO. 16-2658 E] Ordinance on 2 2nd Reading OTTER EXHIBIT ( ) El Implementing Resolution {STRATEGIC PLAN NO. 6, 1G} ❑ Set Public Hearing For CONTINUED TO FILE NUMBER CI MANAGER RECOMMENDED ACTION 1. Authorize the City Manager and Clerk of the Council to amend the current Professional Services Agreement with CLR Design, expanding the Scope of Work to include architectural design for a primate trail system and habitat at the Santa Ana Zoo at Prentice Park and increasing the compensation by $134,760, for a total contract amount of $479,825, subject to nonsubstantive changes approved by the City Manager and City Attorney. 2. Approve a Resolution authorizing submission of an application for grant funding to the State Land and Water Conservation Fund for the Santa Ana Zoo "Amazon's Edge Experience" Project. DISCUSSION On December 20, 2016, a Professional Services Agreement with CLR Design (CLR) was approved by City Council for Zoological Design Services to renovate and upgrade the existing Amazon's Edge Exhibit at the Santa Ana Zoo at Prentice Park (Zoo). CLR is a design firm based in Philadelphia and Orange County with many successful exhibits to their credit. The Amazon's Edge project adds a Giant River Otter experience and includes modification to the existing moat, water filtration system, viewing structure, and holding facility. This past year, the Zoo lost its accreditation by the Association of Zoos and Aquariums (AZA). Zoo administration has identified certain opportunities to regain accreditation in two years. In addition to renovating the Amazon's Edge Exhibit, there is also a need to build modern primate habitats. The Amazon's Edge project presents an opportunity to incorporate a primate element educational layer and immediately start addressing the needs identified by AZA. To that end, CLR created a conceptual vision for a primate habitat incorporating an elevated trail system opening up to large mesh of habitats. The conceptual design provides a dynamic, innovative way of caring for the animals and promoting natural behaviors. The goal is to exceed the husbandry and welfare needs of the animals which is critically important to AZA and the mission of the Zoo. 55C-1 Amend Agreement with CLR Design for Consultant Design Services January 16, 2018 Page 2 The original Agreement for Zoological Design Services is $345,065. The additional architectural design cost for the primate trail system and habitats is $134,760. If approved, the new contract total would be $479,825 (Exhibit 1). Concurrent with this effort, staff is seeking to secure grant funds to construct this project from the State of California Land and Water Conservation Fund. Applications for Land and Water Conservation Funding are due February 5, 2018, and a Council -approved resolution (Exhibit 2) is required to submit the application. STRATEGIC PLAN ALIGNMENT 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. FISCAL IMPACT Funds in the amount of $134,760 for the added scope of work are budgeted and available for expenditure in FY 2017-18 in the Residential Development District 2 Acquisition and Development Fund (Account No. 31213260-66220). Any encumbered but unexpended funds will be carried forward into subsequent fiscal years as needed to fulfill the agreement. �orl—� wt Fred Mousavipour Executive Director Public Works Agency APPROVED AS TO FUNDS & ACCOUNTS: Francisco Gutierrez/ Executive Director Finance & Management Services Agency Gerardo Mouet Executive Director Parks, Recreation &.Community Services Agency FM/WG/SF Exhibits: 1. Agreement Amendment 2. Resolution 55C-2 SECOND AMENDMENT TO CONSULTANT AGREEMENT WITH CLR DESIGN FOR THE PROVISION OF ZOOLOGICAL DESIGN SERVICES THIS SECOND AMENDMENT to the above -referenced agreement is entered into on January 16, 2018 by and between CLR Design ('Consultant'), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The parties entered into Agreement No. A-2016-377, dated December 21, 2016 ("Agreement"), by which Consultant agreed to provide services in the field of zoological design. B. The parties entered into First Amendment No. 2016-377-01, dated May 4, 2017, by which the Agreement was amended to provide additional compensation for services performed by Consultant so that the not -to -exceed amount payable to Consultant was increased to $345,065. C. The Agreement remains in effect through December 20, 2018, with provision for extension, and the parties now wish to amend the Agreement by expanding the scope of services and providing additional compensation for such services. The parties therefore agree: 1. Section 1, Scope of Services, is amended to include the additional services described in Exhibit A. 2. Section 2, Compensation, is amended to include an additional $134,760 for the services described in Exhibit A. 3. Except as modified by this Second Amendment, and all prior amendments, all terms and conditions of the Agreement remain unchanged and in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to the Agreement the date and year first written above. ATTEST MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO, City Attorney By: JO I. FUNK Assistant City Attorney RECOMMENDED FOR APPROVAL Fred Mousavipour, Executive Director Public Works Agency CITY OF SANTA ANA RAUL GODiNEZ H City Manager CONSULTANT Name: Title: Page 1 of 1 Exhibit 1 55C-3 EXHIBIT A eIr D E 5 I G N EXHIBIT DESIGN • ARCHITECTURE• LANDSCAPE ARCHITECTURE mark e. Beauchamp, asla • gre0ory). dykstra, ala •Jdn stefdnsson, asla • gregg Is. lelcester, asla November 27, 2017 Ms. Suzi Furjanic Project Manager City of Santa Ana - Public Works Agency 20 Civic Center Plaza Santa Ana, CA 92701 Sent via email Re: Giant Otter Project Additional Services Proposal — Howler Monkey Expansion Dear Suzi, We appreciate the opportunity to submit this proposal for additional work in support of the Giant Otter Project. In collaboration with our team of design and engineering consultants, we are poised to lead the City and Santa Ana Zoo in this effort. We understand how important it is to develop a fully coordinated and comprehensive plan for this project at the heart of the SAZ campus. We look forward to the challenge and opportunity to integrate new primate habitats in a way that meets both immediate husbandry needs and aligns with the long-range Master Plan objectives. We propose the following terms/assumptions for your review and approval: Scope: As part of our current Contract, we have developed schematic level documents for the original scope of work desired, which included a renovation to Amazon's Edge to house Giant Otters, and incorporation of new experiences and encounters for guests, as well as the necessary facilities and systems for keepers and animal support. As requested during Task 2 of the design process, CLR explored the possibilities of incorporating Howler Monkey's into the scope of work. Through on-site design workshops, the CLR/Zoo/City/FOSAZ planning team discussed potential ways to incorporate monkeys in a dynamic, innovative way that would promote natural behaviors and meet or exceed today's husbandry and welfare standards. The plan below illustrates the desired scope of work which includes the following: o Renovation of Amazon's Edge to house Giant Otters, including a new deep pool and stream course, water filtration system (25K -30K gallons), back of house building renovations, underwater viewing, and guest trail and landscape enhancements. This is part of the original scope of work. o New elevated monkey trail system at approximately 315 linear feet. o New mesh enclosed monkey habitats at 560 sf and 1,440 sf. o Small roof structures in visitor areas below monkey trails to provide physical separation between guests and animals. o Project site/limit of work expansion to the east to allow for additional primate habitat area and landscape integration. t 215.564.0250 • 1215.564.1154. w w.clydeslgn.com . 633 chestnut street, suite 1000 • phlladelphla, pa 19107 34921 calle del sol • capistrano beach, ca 92651 55C-4 Progress Schematic Plan including Giant Otters and Howler Monkeys Schedule: We anticipate the following schedule at this time: o Task 2 Concept Design completion and additional survey work as required —4-5 weeks (assuming end of December to early January completion). o Task 3 Design Development -3.5 months (approx. completion March/April 2018). o Task 4 Construction Documentation —4 months (approx. completion July/Aug 2018). o Task 5.1 Bidding & Permitting— 3 months (approximate completion driven by permitting duration, assuming October 2018). o Task 5.2 Construction —10-12 months (preliminary assumption). • Budget: The anticipated Construction Budget is $3.00M. Soft Costs (A/E fees, survey work, CASp studies, interpretive, other direct Owner Costs, Owner Contingencies, Geotechnical analysis and reports, etc.) are in addition to the hard construction costs. • fees & Expenses: It is our understanding that we will continue to work under the general terms and conditions of our current Consultant Agreement. Based on the additional work described above, we propose the following modifications to our fees and expenses: Consultant Scope Current Fees AddidonalFees Total this Amendment Cl Design Architecture, $152,250 $89,400 $241650 ' Landscape Architecture, Exhibit Design, Project Management KPFF Civil Engineering $18,440 $5,000 $23,440 KPFF structural Engineering $28,500 $22,500 $51,000 S&K Mechanical & $16,000 $2,400 $18,400 Plumbing Engineering S&K Electrical Engineering $14,500 $2,100 $16,600 55C-5 Tip LSS Engineering $56,370 $0 $56,370 KPJ Cost Estimating $6,000 $1,500 $7,500 Karl Kranz Husbandry Expert $4,000 $0 $4,000 CDA CASp Study $860 $5,660 $6,520 Subtotal Fees. '$296;920 $iZ8,i5D $425,486 Expenses $16,775 $0 $16,775 Surveyfteclalty Services KPFF Survey Topographic survey "'$8,500 $3,000 $11,500 Laguna Geo Geotech Engineering $0 $3,200 $3,200 Subtotal-:, $14,700. Total Fees & Expenses $322,195 $134,760 $456,955 . Previously authorized Amendment Assumptions/Clarifications: 1. Topographic Survey — See attached proposal from KPFF for expanded survey work. The amount noted above ($3,000) is the minimal scope required for the expanded project site and CASp study, Within the attached proposal, KPFF has also identified an additional amount ($7,500) to provide an expanded survey for the Riverine Zone (project zone tied to Amazon's Edge as part of Master Plan) If this work area is desired at this time. a. As noted in the attached proposal, the topographic survey includes documentation of utilities evident from surface conditions. If more detailed investigation of underground utilities is desired/required, utility locating services will be required. 2. CASp—this proposal includes an accessibility evaluation of the Amazon's Edge facilities and associated pedestrian paths, beginning with the zoo entrance following a path of travel to and around the project site. Services include: a. Conduct walk-thru of project area assigned to CDA and provide physical reviews of specific project conditions affecting access compliance for notification to Client. b. Evaluate, document, and report conditions associated with on-site pedestrian routes of travel connecting public entrance of the zoo to the new Amazon's Edge exhibit area. c. Evaluate, document, and report conditions associated with existing restroom building. d. Evaluate, document, and report conditions associated with existing view structure. e. Evaluate, document, and report conditions associated with existing animal holding building. f. CDA shall evaluate observed conditions for conformance versus state and federal accessibility standards, including the following: 55C-6 US Department of Justice's 2010 ADA Standards for Accessible Design, September 15, 2010. CCR, Title 24, 2016 California Building Standards Code, Part 2, 2016 California Building Code, Chapter 11B-Accessibilityto Public Buildings, Public Accommodations, Commercial Buildings and Publicly Funded Housing. 3. Geotechnical Engineering Services, provided by Laguna Geosciences, are Included in this proposal, see attached, 4. Cost Estimating Services — this proposal includes an additional fee for the expanded scope, for estimating services during Tasks 3 and 4. S. Civil Engineering — this proposal includes Civil Engineering services for the expanded project footprint. 6. MEP —this proposal Includes additional plumbing and site electrical engineering services for the expanded scope of work, assuming coordination of primate trail system drainage with CLR and KPFF Civil, as well as coordination of animal waterers and feeders for primates. 7. Structural Engineering— this proposal includes expanded services for the proposed primate trail systems and (2) habitats, including engineering of necessary support posts, foundations, caging design, and other necessary rigging, attachments and coordination. B. Architecture & Exhibit Design —this proposal Includes the services and scope described above, and as illustrated in the current concept plan. This proposal also includes development of an illustrative digital model and "flythough" suitable for design review and promotional purposes, Please let me know if you have any questions, or changes to the scope of work proposed. We look forward to continuing our work with you on this exciting project. Sincerely, 0�__ - Gregg Leicester, ASLA, LEED GA Principal CLR Design Inc. cc: Karen Marshall 55C-7 Additional Breakdown of Fees: HOWLER MONKEY AMENDMENT DETAILED BREAKDOWN PROFESSIONAL SERVICES KPFF Topographic Survey Laguna Geo Geotechnical Engineering Total this Amendment expenses Total $D $D $D $D 55C-8 $0 SO $0 $3,000 $0 $0 $0 $3,200 $134,760 $D $134,760 Concept SD DO CD Bld/CA ,Amendment Flrm Discipline TASK 1 TASK 2 TASK 3 TASK 4 TASK 3 Subtotal CLR Arch/Larch/Exhibit/PM $0 $11,500 $20,500 $35,050 $22,350 $89,400 KPFF Civil Eng $0 $SOD $1,300 $1,850 $1,050 $5,000 KPFF Structural Eng $0 $5,700 $4,200 $5,700 $6,900 $22,500 S&K Mechanical Plumbing Eng $0 $D $1,000 $1,400 $0 $2,400 5&K Electrical Eng $0 $D $800 $1,300 $0 $2,100 Tip LSS Eng $0 $0 $0 $0 $0 $0 KPl Cost Estimating $0 $0 $1,001) $500 $0 $11500 Karl Kranz Husbandry Expert $0 SO $D $0 $0 $0 CDA CASP $0 $0 $5,660 $D $o $5 660 Subtotal $0 $18,000 $34,460 $45,800 $30,300 $128,560 Surveyfteclolty, KPFF Topographic Survey Laguna Geo Geotechnical Engineering Total this Amendment expenses Total $D $D $D $D 55C-8 $0 SO $0 $3,000 $0 $0 $0 $3,200 $134,760 $D $134,760 jmf 12/21117 RESOLUTION NO. 2018 -XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING AN APPLICATION FOR LAND AND WATER CONSERVATION FUND ASSISTANCE FOR THE AMAZON'S EDGE EXPERIENCE PROJECT 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. Congress, under Public Law 88-578, has authorized the establishment of a federal Land and Water Conservation Fund Grant -In -Aid program, providing Matching funds to the State of California and its political subdivisions for acquiring lands and developing Facilities for public outdoor recreation purposes. B. The California Department of Parks and Recreation is responsible for administration of the program in the State, setting up necessary rules and procedures governing applications by local agencies under the program. C. The City Council of the City of Santa Ana certifies by resolution the approval of the City's application and the availability of eligible matching funds prior to submission of the application to the State. Section 2. The City Council approves the filing of an application for Land and Water Conservation Fund assistance for the Amazon's Edge Experience project ("Project"). Section 3. The City agrees to abide by section 6(f)(3) of Public Law 88-578, which states: "No property acquired or developed with assistance under this section shall, without the approval of the [National] Secretary [of the Interior], be converted to other than public outdoor recreation uses. The Secretary shall approve such conversion only if he finds it to be in accord with the then existing comprehensive statewide outdoor recreation plan and only upon such conditions as he deems necessary to assure the substitution of other recreation properties of at least equal fair market value and of reasonably equivalent usefulness and location." Section 4. The City Council certifies that the City has matching funds from eligible source(s) and can finance 100 percent of the Project, which up to half may be reimbursed. Section 5. The City Council appoints the Executive Director of the Parks, Recreation and Community Services Agency, or his or her designee, as agent of the City Exhibit 2 Resoldon No. 2018 -XXX Page 1 of 2 55C-9 55C-10 jmf12121/17 to conduct all negotiations and execute and submit all documents, including, but not limited to, applications, contracts, amendments, payment requests, and compliance with all applicable current state and federal laws which may be necessary for the completion of the Project. Section 6. 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 APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By:. IL John M. Funk Assistant City Attorney AYES: NOES: ABSTAIN: NOT PRESENT: Councilmembers Councilmembers Councilmembers Councilmembers 2018. Miguel A. Pulido Mayor CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Maria D. Huizar, Clerk of the Council, do hereby certify the attached Resolution No. 2018- to be the original resolution adopted by the City Council of the City of Santa Ana on .2018. Date: Clerk of the Council City of Santa Ana 55C-11 Resolutlon No. 2018-)= Page 2 of 2 55C-12 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JANUARY 16, 2018 TITLE: PROPOSED AMENDMENT TO CLASSIFICATION AND COMPENSATION PLAN AND ANNUAL BUDGET {STRATEGIC PLAN NO. 7,6) MOM, !6 Y MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on ls' Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Adopt a Resolution that amends the City's Basic Classification and Compensation Plan to create one full-time job classification of Administrative Secretary and amend the Fiscal Year 2017-18 ,Annual Budget to reallocate one position in the Community Development Agency. DISCUSSION Upon a review of the organizational structure of administrative support job classifications in the City Manager's Office, the City Manager is proposing the creation of a secretarial classification titled Administrative Secretary (UC). The Administrative Secretary will perform various clerical duties in the City Manager's Office but will not have primary responsibility for City Council support. This new classification will be paid 18% less than an Executive Assistant, an anticipated savings of $5,290 for the remainder of the fiscal year. The Administrative Secretary position would be an under fill of the Executive Assistant position. In addition, the Senior Management Analyst position that oversees the financial operations of the Community Development Agency was recently reviewed to determine if the classification title properly aligns with the responsibilities of the position. This review determined that the position's duties and responsibilities, especially those that pertain to the complex dissolution of the former Santa Ana Community Redevelopment Agency through its Successor Agency, are more consistent with the classification Principal Management Analyst (AM) than the current classification title. This position is tasked with developing, implementing and adjusting information gathering and reporting -'practices required by multiple governmental oversight organizations, which involves interaction with State officials as well as elected and appointed officials serving on the Successor Agency/Successor Housing Agency and Oversight Board. The position is responsible for real property disposition for the Successor Agency, including negotiations with buyers, their representatives, legal counsel, as well as escrow and title officials. The position also provides critical ongoing support to the Finance and Management Services Agency in organizing and providing information needed to prepare accounting entries and financial disclosure reports related to the Successor Agency/Successor Housing Agency. 55D-1 Amendment to Classification and Comp Plan January 16, 2018 Page 2 These responsibilities are in addition to the standard functions of a Senior Management Analyst and are considerably more complex and require specialized knowledge and skills. Accordingly, the Interim Executive Director of Community Development proposes that one Senior Management Analyst position in the Community Development Agency be reclassified and reallocated to Principal Management Analyst. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts 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 Assuming an effective date of February 1, 2018, the reallocation of the Senior Management Analyst position to Principal Management Analyst position will cost $6,005 for the remainder of the fiscal year, funds are budgeted and available in fiscal year 2017-18 in the Successor Agency Administration (account no. 67018843-61000 Salaries Regular). There is no fiscal impact to the creation of the Administrative Secretary (UC) classification. ;pPR VED AS TO FUNDS & ACCOUNTS: Elle miley ancis Gutierrez 00 Acting Executive DiTtfor Executive Director Personnel Services Agency Finance and Management Services Agency R6bert Zur Sch ie e Interim Executi ctor Community Development Agency 55D-2 LR 1.16.18 RESOLUTION NO. 2018 -XX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA TO AMEND RESOLUTION NO, 2015-026 TO ADD THE POSITION OF ADMINISTRATIVE SECRETARY AND TO AMEND THE CURRENT ANNUAL BUDGET TO RECLASSIFY ONE SENIOR MANAGEMENT ANALYST POSITION IN THE COMMUNITY DEVELOPMENT AGENCY TO A PRINCIPAL MANAGEMENT ANALYST. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1: The City Council hereby finds, determines and declares as follows: A. On June 16, 2015, the City Council adopted Resolution No. 2015-026 amending and re-establishing the Basic Classification and Compensation Plan for all Full -Time and Part -Time Classifications of Officers and Employees of the City of Santa Ana. B. Section 1004, Article X of the City Charter of the City of Santa Ana requires the City Manager to prepare, install and maintain a position classification and pay plan subject to civil service rules and regulations and the approval of the City Council. C. On July 5, 2017, the City Council passed and adopted Ordinance No. NS -2919, establishing the City's Budget and authorizing position allocations for Fiscal Year 2017-2018. The Ordinance also sets forth the requirement that alterations in the allocation of authorized positions be reviewed and approved by the City Council. D. The Interim Executive Director of the Community Development Agency proposes reclassifying a full-time Senior Management Analyst position to a Principal Management Analyst position. The Principal Management Analyst duties would include acting as a representative who will be dedicated and responsible to develop, implement, and adjust information gathering and reporting practices as required to meet the demands of multiple governmental oversight organizations, including the State of California, State Auditor, and County of Orange. This position would involve interaction with State officials from the Department of Finance and officials serving on the Successor Agency/Successor Housing Agency and Oversight Board. Resolution 2018 -XXX Page 1 of 3 55D-3 E. The City Manager is proposing the creation of a secretarial classification titled Administrative Secretary. The Administrative Secretary will perform various clerical duties in the City Managers Office but will not have primary responsibility for City Council support. F. It is now desired to amend Resolution 2015-026, as amended, in order to effect these changes, as shown below: Section 3: The Santa Ana City Council hereby amends Resolution No. 2015- 026, Exhibit E, to add the classification of Administrative Secretary at the monthly six step salary rate range indicated below: 6 -Step Salary Rate Range Effective 09/01/17 Monthly Salary Classification Title SSR Minimum -Maximum Administrative Secretary (UC) 610 $4439 - $5670 Section 4: The Santa Ana City Council hereby amends the City's Annual Budget for Fiscal Year 2017-2018, as amended, to reclassify one full-time Senior Management Analyst position in the Community Development Agency to one full-time Principal Management Analyst position. Section 5: All salary rate range classifications are set forth in the City's "Salary Schedule" as periodically updated. Section 6: This Resolution is operative from and after the date upon which it is adopted. ADOPTED this 16th day of January, 2018. Resolution 2018 -XXX Page 2 of 3 Miguel A. Pulido Mayor 55D-4 APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By: QaU� L9�t Laura A. Rossini Senior Assistant City Attorney 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. 2018- to be the original Resolution adopted by the City Council of the City of Santa Ana on January 16, 2018. Date: Resolution 2018 -XXX Page 3 of 3 55D-5 Clerk of the Council City of Santa Ana 55D-6 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JANUARY 16, 2018 TITLE: AMENDMENT TO EXECUTIVE MANAGEMENT CLASSIFICATION AND COMPENSATION PLAN {STRATEGIC PLAN NO. 7,6} Ci1k MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Adopt a resolution that reestablishes the Basic Classification and Compensation Plan for classifications of employment designed as unrepresented Executive Management and amends the Fiscal Year 2017-18 Annual Budget. DISCUSSION During the course of 2017, the City engaged in contract negotiations with four bargaining units of represented non -sworn employees. In each case, settlements resulted in 1'/z year agreements with 2% salary increases granted to employees on July 1, 2017. These agreements also included a defined monetary cap on the City's contribution toward health insurance. It is the City's desire that unrepresented Executive Management (EM) classifications receive the same adjustments in wages and benefits as are provided to represented employees of the City of Santa Ana. Therefore, the City Manager is proposing a 2% increase effective January 1, 2018. However, these increases would only be applied to those Executive Management job classifications that did not receive an equity adjustment in 2017 nor are overcompensated in the labor market; namely, Assistant City Manager (EM); Chief Technology and Innovations Officer (EM); Deputy City Manager (EM); Police Chief (EM); Executive Director of Finance & Management Services (EM); Executive Director of Parks, Recreation & Community Services (EM); Executive Director of Public Works (EM); and Special Assistant to the City Manager (EM). The 2% increase would apply to other Executive Management employees with contractual requirements to receive equal compensation; namely, City Clerk. Additionally, all Executive Management job classifications will be subject to the same health insurance contribution cap as the represented bargaining units. 55E-1 Amendment to Executive Management Classification and Compensation Plan January 16, 2018 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to a positive workplace environment that success and Goals). FISCAL IMPACT meet Goal #7 — Team Santa Ana, Objective #6 - (Provide supports the health of its employees and celebrates its This agreement will result in a cost of $19,720 during fiscal year 2017-18. Funds are available in the salary accounts of the various agencies with executive management employees. APPR VED AS TO FUNDS AND ACCOUNTS: Ellen Smile Tp rancis utierrez Acting Executive Dir4&ctor Executive Director Personnel Services Department Finance and Management Services Agency 55E-2 LR 1.16.18 RESOLUTION NO. 2018 -XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA TO AMEND RESOLUTION NO. 2015-026 TO AMEND THE CITY'S BASIC CLASSIFICATION AND COMPENSATION PLAN FOR CERTAIN CLASSIFICATIONS OF EMPLOYMENT DESIGNATED AS UNREPRESENTED EXECUTIVE MANAGEMENT. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1: The City Council hereby finds, determines and declares as follows: A. Section 1004, Article X of the City Charter of the City of Santa Ana requires the City Manager to prepare, install and maintain a position classification and pay plan subject to civil service rules and regulations and the approval of the City Council. B. On June 16, 2015, the City Council passed and adopted Resolution No. 2015-026 amending and re-establishing the Basic Classification and Compensation Plan for all Full -Time and Part -Time Classifications of Officers and Employees of the City of Santa Ana. C. The City of Santa Ana's Basic Compensation and Benefit Plan for classes of employment designated as Unrepresented Executive Management (EM) as set forth in Resolution No. 2015-026, is attached to Exhibit "1" as Exhibit "A" to the City's Resolution No. 2015-026. D. The City Council has amended and reestablished the Basic Classification and Compensation Plans on numerous occasions since adoption. E. The City Council has approved Memorandum of Understanding with several represented bargaining units to provide across-the-board base salary increases during Fiscal Years 2017-2018 and 2018-2019. The City also approved an increase in the amount paid for by the City for employee health plans. Specifically: On December 19, 2017 The City Council approved Memorandum of Understandings with the Santa Ana Managers Association, the Confidential Association of the City of Santa Ana, Service Employees International Union Part -Time Civil Service Unit, which provided for a 2.00% to 2.25% salary increase on September 1, 2017 and Police Management Association, which provided for a 3% increase on July 1, Resolution 2018 -XXX Page 1 of 5 55E-3 2017 and a 2.5% increase on January 1, 2018. The City also approved an increase in the amount paid for by the City for members' health plans to On July 5, 2017 The City Council approved a Memorandum of Understanding with the Police Officer's Association which provided for a 3.75% salary increase for sworn officers on July 1, 2017 and 2.75% on January 1, 2018; and a 1% salary increase for non-swom, effective July 1, 2017. The City also approved an increase in the amount paid for by the City for employee health plans. c. On December 5, 2017, The City Council approved a Memorandum of Understanding with the Service Employees International Union, which provided for a 2.25% salary increase on September 1, 2017, along with those employees who classifications are under the market average after the 2.25% above increase shall receive up to a maximum 3% of base salary. The City Council also approved a Memorandum of Understanding Side Letter agreement with Police Officer's Association which provided non -sworn SAPOA members a 2.0% salary increase effective on January 1, 2018. F. It is the City's desire that unrepresented Executive Management (EM) classifications shall continue to be subject to the same adjustments in wages and benefits as are provided for represented Full -Time Employees of the City of Santa Ana. It is the City's desire to: a. Adjust the base salaries assigned to unrepresented Executive Management classifications by the similar percentage, on the same dates and in the same manner as provided represented Santa Ana Management Association (SAMA), Police Management Association (PMA), Service Employees International Union, Local 721 (SEIU), Police Officers Association (POA) and Confidential Association of Santa Ana (CASA). Selected executive management classifications requested for base salary increases as shown below: January 1, 2018: 2.0% b. This base salary adjustment will also apply to any other employees within the City with an Executive Management "me too" provision in their employment contract, specifically, the City Clerk. c. Effective January 1, 2018 the City shall contribute a monthly allowance toward unrepresented Executive Management health insurance Resolution 2018 -XXX Page 2 of 5 55E-4 premiums, consistent with Section 4 of Exhibit A to Resolution No. 2015-026, as follows: Employee up to $654.00 Employee + 1 up to $1,307.00 Family up to $1,700.00 d. It is now desired to amend Council Resolution No. 2015-026, as amended, and the City's Annual Budget for fiscal year 2017-2018 in order to effect these changes, as shown below: Section 2: The Santa Ana City Council amends Resolution No. 2015-026, Exhibit A, Section 1, Paragraph B entitled Schedule of Salaries, to adjust the salary rate ranges for classifications of employment designated as unrepresented Executive Management (EM) as set forth below: Classification Title 15 -Step Salary Rate Range (SRR) Effective 7/1/17 FROM Monthly Salary TO Monthly Salary SRR Min -Max SRR Min -Max Assistant City Manager (EM) EM -39 ($11842-$16732) EM -39 ($12079-$17067) Chief Technology Innovations EM -35 ($10731-$15158) EM -35($10946-$15461) Officer (EM) Deputy City Manager (EM) EM -44 ($13397-$18933) EM -44 ($13665-$19312) Police Chief (EM) EM -47 ($14428-$20388) EM -47 ($14717-$20796) Executive Director of Finance and EM -37 ($11273-$15926) EM -37 ($11498-$16245) Management Services (EM) Executive Director of Parks, Rec EM -37 ($11273-$15926) EM -37($11498-$16245) and Community Services (EM) Executive Director of Public EM -38 ($11553-$16325) EM -38($11784-$16652) Works (EM) Special Assistant to the City EM -37 ($11273-$15926) EM -37 ($11498-$16245) Manager (EM) Resolution 2018 -XXX Page 3 of 5 55E-5 The following unrepresented Executive Management classifications will not be receiving a salary increase at this time: Executive Director of Community Development (EM) Executive Director of Personnel Services (EM) Executive Director of Planning and Building Safety (EM) EM -38 ($11553-$16325) EM -38($11553-$16325) EM -37 ($11273-$15926) EM -37($11273-$15926) EM -42 ($12752-$18021) EM -42($12752-$18021) Section 3: That except as amended by this Resolution, all other provision of Resolution No. 2015-026, as amended, shall remain in full force and effect. Section 4: This Resolution shall be operative immediately upon adoption by the City Council. ADOPTED this 16th day of January, 2018. APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By: C!" I�'�'�S� Laura A. Rossini Senior Assistant City Attorney AYES: Councilmembers: NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers Resolution 2018 -XXX Page 4 of 5 Miguel A. Pulido Mayor 55E-6 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, Resolution No. 2018- to be the original City of Santa Ana on January 16, 2018. Date: Resolution 2018 -XXX Page 5 of 5 do hereby attest to and certify the attached resolution adopted by the City Council of the 55E-7 Clerk of the Council City of Santa Ana 55E-8 REQUEST • COUNCIL ACTION • 9j CITY COUNCIL MEETING 1` a DATE: DECEMBER 19, 2017 TITLE: REVIEW OF REGULARLY SCHEDULED CITY COUNCIL MEETINGS IN 2018 (STRATEGIC PLAN NO. 51 1) CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 151 Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER RECOMMENDED ACTION 1. Review calendar of regularly scheduled City Council Meetings in 2018. 2. As in past practice, select a meeting date in July and/or August to cancel. 3. Direct staff to post Notice of Cancellation(s). The City Council hereby waives notice of said meetings as required by the government code. 4. Authorize City Council Committees, at their first meeting of the year, to set the date and time for their regular meetings in 2018. DISCUSSION At the November 21, 2017 City Council Meeting directed staff to re-agendize consideration of the 2018 calendar of regular meetings to decide which meeting during the summer months to cancel - traditionally in July or August. The meetings that may be considered for cancellation are July 3 or 17 and/or August 7 or 21. The City Council has already canceled the first meeting in January and Election Day, both depicted on the calendar attached. If the City Council cancels any other regularly scheduled meeting, they will resume consideration of agenda items at their next regular scheduled meeting. The City Council reserves the right to cancel any other meetings and notify the public as legally required. As for Council Committees, since approval of the calendar, the membership has changed, thus, staff recommends that each committee considers approval of their regular meeting date and time at their first meeting of the year and notify the Clerk of the Council office to update the master calendar. 65A-1 2018 City Council Meeting Scheduled December 19, 2017 Page 2 The 2018 Calendar and agenda materials for all regular and special meetings are posted on the City's website at: hftp7//www.santa-ana.org/coc/_qranicus.asp- City Council Meetings are typically held in the Council Chamber, 22 Civic Center Plaza, Santa Ana and Council Committee meetings at City Hall, Ross Annex, Room 1600, Santa Ana or as otherwise noted on the agenda. STRATEGIC PLAN Approval of- this agreement allows us 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, n Clerk of the Council Attachments: 1. Calendar of City Council and Council Committee Meetings 65A-2 65A- \/ |{ |; t� 44 ) ^������� 1 1�� �11 \ !| | 0 ! i� 1 \ \ z \ {}\{ 7 ) ) § § /|\\ U :INIRWI IND 1 MNIRWI 1MUS 111 N 101 oil I N 11NO I 11IONNN IIINNIS 65A- \/ |{ |; t� 44 ) 1 1�� �11 \ !| | 0 ! i� 1 \ \ z \ {}\{ 7 ) ) § § /|\\ U :INIRWI IND 1 MNIRWI 1MUS 111 N 101 oil I N 11NO I 11IONNN IIINNIS 65A- \/ |{ |; t� 44 ) \ !| | 0 ! i� ! \ \ z \ {}\{ 7 ) ) § § /|\\ U IND 1 1MUS oil I N 11IONNN 65A- oil IN m \/ |{ |; t� 44 ) \ !| | 0 ! i� ! \ \ z \ {}\{ 7 ) ) § § /|\\ U oil IN m 65A-4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JANUARY 16, 2018 TITLE: DISCUSS OPTIONS AND APPROVE ISSUANCE OF THE SOLID WASTE SERVICES REQUEST FOR PROPOSALS (STRATEGIC PLAN NO. 4, 1) CIYY MANAGER 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 Prior to issuing the Solid Waste Services Request for Proposals (RFP), staff is seeking City Council direction on several RFP components. The following options are presented for City Council discussion and consideration: A. Proposer Code of Conduct (Sec. 4.3.1): Option #1: Proposers are required to sign the Proposer Code of Conduct that includes prohibition of ex parte communications with City elected officials. Option #2: Revise the Proposer Code of Conduct to allow ex parte communications only during a designated period of time, prior to the proposal due date, in meetings to be held at City Hall, with the City Manager's designees present. B. Construction and Demolition Proposal (Sec. 5.9): Option #1: Offer proposers the opportunity to submit a proposal that includes Construction and Demolition Collection Services, a proposal that excludes Construction and Demolition Collection Services, or a proposal offering Construction and Demolition Collection Services only. Option #2: Exclude Construction and Demolition Services from inclusion with the Solid Waste Services proposal and request interested proposers to submit a separate proposal for Construction and Demolition Collection Services only. C. Optional Street Sweeping (Sec. 5.10) and Power Washing (Sec. 5.11) Proposals: Option #1: Offer proposers the opportunity to submit a proposal for Solid Waste Services that includes Street Sweeping and/or Power Washing services. 6513-1 Approve the Solid Waste Services Request for Proposals January 16, 2018 Page 2 Option #2: Remove this option from the Solid Waste Services Request for Proposals and continue to contract separately for these services. D. Evaluation Criteria (6.2): Option #1: Approve the standard Evaluation Criteria presented in the RFP, as summarized in the following table: Responsiveness to RFP Pass/Fail Company Qualifications and Experience 20% Proposal for Collection and Diversion Services Customer Service, Outreach and Education, and Operational and 25% Material Management Infrastructure Cost Proposal 30% I California Assembly Bill 1669 Hiring Preference Intent +10% Requirement Compliance Number and Materiality of Suggested Changes to Franchise " Noted Agreement Option #2: Provide staff with a preferred Evaluation Criteria. E. Explore options for youth employment opportunities to be included in the RFP. STAFF RECOMMENDATION Approve issuance of the Solid Waste Services Request for Proposals on January 30, 2018, including staff recommended option Items A, Option #1; B, Option #1; C Option #1; D Option #1; and Item E, to maintain the established implementation timeline, subject to nonsubstantive changes. DISCUSSION On October 3, 2017, Council directed staff to proceed with a Solid Waste Services Request for Proposals (RFP). Council was provided the first draft of the RFP at the December 5, 2017, council meeting as part of Item 65A. The revised draft RFP is attached for review and approval (Exhibit 1). The City's Solid Waste Services Implementation Timeline (Exhibit 2) estimates 25 months from RFP release to implementation readiness. The following summarizes the current and proposed new services/components in the RFP scope: 65B-2 Approve the Solid Waste Services Request for Proposals January 16, 2018 Page 3 Residential Current Services • Three -cart program • Bulky Item • Up to 300 40 -yd containers annually for City -sponsored neighborhood clean-ups New Services • Curbside used oil and filter • Curbside universal waste • Sharps • Compost giveaways and shredding events • Contamination enforcement plan Commercial. Multi -family, and Industrial Current Services Commercial, multi -family, and Industrial collection services • Recycling at a cost savings 0 Bulky item services for a fee New Services • To Meet State Mandates: 9 Integrated Waste Management Act —AB 939 ➢ Mandatory Commercial Recycling —AB 341 ➢ Mandatory Organics Recycling — AB 1826 ➢ Future State mandates • Contamination enforcement plan Other Services Current Services • Every -other -week alley clean-ups • Clean-ups after garage sale weekends • City operations services at no charge • Public education and outreach • Grant administration • Source Reduction and Recycling Element consulting up to $20k per year L• Approve the Solid Waste Services Request for Proposals January 16, 2018 Page 4 New Services • Weekly alley clean-ups • Small battery recycling collection • Construction and demolition services option • Street sweeping services option • Pressure washing services option In addition, Council direction is needed regarding the following components of the RFP scope. These policy decisions will have a significant impact on proposal evaluation, contract cost, and will ensure a smooth and transparent RFP process. Proposer Code of Conduct (Sec. 4.3.1) Staff is recommending that proposers be required to sign the Proposer Code of Conduct that includes prohibition of ex parte communications with City elected officials. This will protect the integrity of the RFP process by restricting unfair access to Councilmembers by the proposers, and safeguards Councilmembers from the appearance of impropriety. As an option, staff supports revising the Proposer Code of Conduct to allow proposers to schedule to meet with Councilmembers at City Hall, during a specified time period prior to the proposal due date, with the City Manager's designees present. Construction and Demolition Proposal (Sec. 5.9) Staff recommends offering proposers the opportunity to submit a proposal that includes Construction and Demolition Collection Services, a proposal that excludes Construction and Demolition Collection Services, or a proposal offering Construction and Demolition Collection Services only. This will provide maximum opportunity comparison and potentially for reduced pricing for this service. Optional Street Sweeping (Sec. 5.10) and Power Washing (Sec. 5.11) Proposals Staff is recommending offering proposers the opportunity to submit a proposal for Solid Waste Services that includes Street Sweeping and/or Power Washing services. This may also provide an opportunity for reduced pricing for these services. Evaluation Criteria (6.2) Staff recommends using the standard Evaluation Criteria presented in the RFP. This criteria has been used in many similar RFP processes by the City's Consultant (Sloan Vazquez, LLC) and is considered their Best Management Practice. L• Approve the Solid Waste Services Request for Proposals January 16, 2018 Page 5 Options for Youth Employment Opportunities Staff is interested in seeking options for youth employment within this contract, and would like Council's concurrence and any further direction on options to include in this RFP. Approval of the Solid Waste Services Request for Proposals for issuance on January 30, 2018, inclusive of staff recommended option Items A, Option #1; B, Option #1; C Option #1; D Option #1; and Item E, will maintain the established implementation timeline. STRATEGIC PLAN ALIGNMENT Approval of these items support the City's efforts to meet Goal #4 — City Financial Stability, Objective #1 (maintain a stable, efficient and transparent financial environment). ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. However, increased recycling activity will divert materials from the landfill, thus extending the life of the landfill system and recovering valuable recyclable resources. FISCAL IMPACT There is no fiscal impact associated with this action. Fred Mousavipour Executive Director Public Works Agency FM/MLM/CK Exhibits: 1. Revised Draft Solid Waste Services RFP 2. Revised Solid Waste Services Implementation Timeline (Rev. 11/30/17) L• Request for Proposals U ERVICES the City of Santa Ana, CA 2018 Exhibit 1 65B-7 City of Santa Ana, California TABLE OF CONTENTS SECTION 1- INTRODUCTION...... 1.1 City Goals and Objectives ................................................. 1.2 RFP Overview.................................................................... 1.3 Organization of RFP .......................................................... 1.4 RFP Schedule.................................................................... Table of Contents ......................................................1 SECTION2 - BACKGROUND.................................................................................................................4 2.1 Background Information..............................................................................................................4 2.2 Contract Arrangements for Collection, Processing, and Disposal................................................4 2.3 Agreement Term..........................................................................................................................4 SECTION 3 - SCOPE OF REQUESTED COLLECTION SERVICES.................................................................5 3.1 Summary of Collection Services...................................................................................................5 3.2 Collection Services........................................................................................................................6 3.3 Customer Rate Arrangements....................................................................................................14 3.4 Public Education and Outreach..................................................................................................14 3.5 Diversion Requirements.............................................................................................................16 3.6 Requirements for Operations, Equipment and Personnel.........................................................16 3.7 Billing, Customer Service, Record Keeping and Reporting.........................................................18 3.8 Contractor Implementation Plan...............................................................................................21 3.9 Alternative Proposals.................................................................................................................21 SECTION 4 - RFP POLICIES, CONDITIONS, AND PROCESS....................................................................23 4.1 Rights Reserved by the City........................................................................................................23 4.2 General RFP Requirements........................................................................................................23 4.3 Code of Conduct.........................................................................................................................24 4.4 Proposal Submittal Process........................................................................................................24 4.5 Limits on Disclosure of Proposals...............................................................................................27 SECTION 5 - SUBMITTAL REQUIREMENTS..........................................................................................28 5.1 Proposal Outline.........................................................................................................................28 5.2 Cover Letter................................................................................................................................30 5.3 Executive Summary ....................................................................................................................30 5.4 Company Description.................................................................................................................30 5.5 General Collection Related Submittal Requirements................................................................34 5.6 Exceptions to RFP and Franchise Agreement.............................................................................36 DRAFT RFP for Franchise Collection Services 11/28/17 Page ii 65B-8 City of Santa Ana, California Table of Contents 5.7 Cost Proposal..............................................................................................................................36 5.8 Other Proposal Forms................................................................................................................38 5.9 Construction and Demolition Proposal......................................................................................38 5.10 Optional Street Sweeping Proposal...........................................................................................38 5.11 Optional Power Washing Proposal.............................................................................................38 5.12 Additional Information...............................................................................................................38 SECTION 6 - PROPOSAL EVALUATION PROCESS.................................................................................39 6.1 Proposal Evaluation Process.......................................................................................................39 6.2 Evaluation Criteria......................................................................................................................39 LIST OF TABLES Table1-2 RFP Schedule.........................................................................................................................3 Table 3-1 Matrix of Services by Sector..................................................................................................5 Table5-1 Proposal Outline..................................................................................................................20 Table 6-1 Evaluation Criteria and Maximum Evaluation Score...........................................................30 ATTACHMENTS 1......... Draft Agreement for Collection Services 2......... Proposer Code of Conduct 3......... Non -Collusion Affidavit 4......... Supplemental List of City Facilities 5......... Demographic Summary 6......... Service Data 7......... Current Rates 8......... Cost Proposal Forms 9......... Optional Street Sweeping Proposal Data and Form 10....... Optional Power Washing Proposal Data and Form 11....... AB 1669 Section 1070-1075 12....... Acceptable Household Hazardous Waste DRAFT RFP for Franchise Collection Services 11/28/17 Page iii 65B-9 City of Santa Ana, California SECTION 1- INTRODUCTION Section 1. Introduction By issuing this Request for Proposals (RFP) for collection services, the City of Santa Ana (City) is competitively procuring franchised collection services. The City is seeking proposals for the collection of solid waste, recyclable materials and organic materials from Residential, Multi -Family Dwelling (MFD) and Commercial accounts and for City facilities, operations and events. The City's goals for the RFP process are to: 1. Implement high-quality, consistent and safe service delivery at the best value, 2. Secure excellent customer service and programs, and 3. Ensure diversion programs meet state mandates/industry standards and best practices. The City is soliciting proposals from service providers who can deliver efficient service while meeting the recycling diversion targets set by the City. Service providers are referred to as "Proposer" or "Collector" throughout this document. Participants in this RFP process should make note of and comply with the Proposer Code of Conduct (Attachment 2). A key point of reference is the Draft Collection Services Franchise Agreement (Agreement). The Agreement is included as Attachment 1. The Agreement provides definitions, contract terms, and conditions, including a complete description of the collection services requested. If there are differences between this RFP and the Agreement, the terms and conditions in the Agreement shall prevail. 1.1 City Goals and Objectives The City's goals and objectives for the RFP process and future collection services are as follows: 1.1.1 Integrity. Competition in Selection Process. and Industry -Standard Contract Terms • Conduct the RFP process with integrity and transparency • Stimulate competition among proposing companies • Set high performance, safety and regulatory standards • Ensure value for ratepayers • Enter into contract with fair terms and conditions 1.1.2 Quality, High -Value Programs • Consistent, reliable and quality service • Demonstrated safety standards and proven safety record • Efficient service delivery that provides a strong value to the ratepayers • Responsive customer service system • Well-planned and professionally -executed transition to any new programs and services • Quality outreach and education • Effective diversion programs to ensure compliance with regulations • Local presence and commitment to serving the community DRAFT RFP for Franchise Collection Services 11/28/17 Page 1 65B-10 City of Santa Ana, California Section 1. Introduction 1.2 RFP Overview The City initiated this RFP process to plan future programs and services and select a future contractor(s). The process will result in a new contract for collection services. The RFP process involves planning, soliciting and evaluating proposals; selecting and negotiating with the selected contractor; and, an implementation period leading to commencement of services on July 1, 2020. The City is soliciting proposals for the collection, transfer, disposal, processing and marketing of all solid waste, recyclable materials and organic materials. The City is interested in receiving proposals from companies that have demonstrated experience in providing solid waste, recyclable materials, and organic material collection services comparable to those described in this RFP and the Agreement. The City seeks collection contractors that place a high priority on customer service, community involvement, safety, and regulatory compliance. The City also requires proven diversion programs that achieve the City's and the State's goals. 1.3 Organization of RFP This RFP is organized into six sections as follows: Section 1 provides a brief introduction to the RFP. Section 2 provides background information including a description of the City service area. Section 3 presents the scope of requested collection services. Section 4 provides the RFP policies, conditions and process. Section 5 describes the RFP submittal requirements. Section 6 outlines the proposal evaluation process and proposal evaluation criteria. 1.4 RFP Schedule The key activities and completion dates for the RFP process are provided in Table 1-2. described in detail in Section 4. All questions regarding the RFP must be submitted the Submission of Written Questions specified in Section 4.4. DRAFT RFP for Franchise Collection Services 11/28/17 65B-11 The RFP process is in accordance with Page 2 City of Santa Ana, California Table 1-2 RFP Schedule Section 1. Introduction City releases RFP y. . January 30, 2018 R.S.V.P deadline for pre -proposal meeting by 4 p.m. February 15, 2018 Deadline to submit signed Proposer Code of Conduct February 22, 2018 Mandatory pre -proposal meeting at 1:00 p.m. February 22, 2018 Deadline to submit written questions by 4 p.m. March 20, 2018 Responses to written questions, summary of responses provided at the pre- proposal meeting, and RFP addendum issued April 9, 2018 Proposals due by 4 p.m. May 29, 2018 Requests for clarifications of proposal information issued July 3, 2018 Proposer Interviews August 7, 2018 Evaluation results reported to City Council October 2, 2018 Contractor commence providing services July 1, 2020 * The City reserves the right to modify this schedule as needed. DRAFT RFP for Franchise Collection Services 11/28/17 Page 3 65B-12 City of Santa Ana, California SECTION 2 - BACKGROUND Section 2. Background The RFP and its attachments contain data about the demographics of the City and historical information related to collection operations including the number of customers, tonnage collected, routes, etc. 2.1 Background Information The information presented in this section and related Attachments are for informational purposes only. Each Proposer should take whatever steps it believes are necessary to determine the actual service requirements of the City and understand service conditions when preparing a proposal. Attachment 4 provides supplemental information on the City service area. Attachments 5 and 6 provide demographic information and detailed service data (including number of customers, tonnage collected, etc.), respectively. Attachment 7 provides current rates for collection services. 2.2 Contract Arrangements for Collection, Processing, and Disposal Below is a description of the future contracting arrangements. 1. Collection. Contractor will be responsible for collection of solid waste, recyclable materials, organic materials and all non -excluded materials as described in the Agreement. 2. Disposal. Contractor will be responsible for transport and disposal of solid waste. 3. Recyclable Materials Services. Recyclable Materials processing services will be conducted and/or contracted by the selected contractor. 4. Organic Materials Services. Organic Materials processing services will be conducted and/or contracted by the selected contractor. 2.3 Agreement Term The term of the new Agreement will commence on July 1, 2020, and will continue for ten (10) years, ending June 30, 2030, unless the Agreement is extended in accordance with Article 3.2 of the Franchise Agreement or terminated early pursuant to Article 12.2 of the Agreement. The Term of this Agreement may be extended, at request of the Contractor, and at the sole discretion of the City, by written agreement of the Parties twice for succeeding terms of five (5) years each, provided that Contractor is in compliance with all terms and conditions of the Agreement, according to the process described in Articles 3.2 and 3.3 in the Agreement. DRAFT RFP for Franchised Collection Services 65B-13 11/28/17 Page 4 City of Santa Ana, California Section 3. Scope of Requested Collection Services SECTION 3 - SCOPE OF REQUESTED COLLECTION SERVICES This section provides a brief description of the collection services solicited through this RFP. Article 5 of the Agreement provides the detailed scope of services. 3.1 Summary of Collection Services The collection services are separated by service sector (i.e., Residential Curbside, MFD, Commercial and City). The Agreement provides the contract terms and conditions including a complete description of the collection services requested, including a Scope of Services. It also describes public education and outreach requirements for the initial start-up operations and ongoing operations; operations, equipment and personnel; billing, customer service, and reporting; franchise fees and other fees; contractor's compensation and rate setting; insurance and performance bond; and performance standards and liquidated damages. 3.1.1 Exclusivity of Collection Services Contractor will have exclusive rights to collect: 1. Residential Curbside, MFD and Commercial solid waste, recyclable material, and organic material from within the service area; 2. Materials hauled in roll -off boxes with the exception of construction and demolition materials; and, 3. Residential, MFD and Commercial bulky -items. Limitations to the Contractor's exclusive rights are described in Article 4.2 of the Agreement. 3.1.2 Responsibilities of Contractor Contractor will be responsible for the following, pursuant to the requirements of the Agreement: 1. Collecting Solid Waste, Recyclable Materials, and Organic Materials generated by and placed for Collection by Customers of Contractor's services. 2. Transporting Collected materials to the appropriate Approved Facilities; 3. Performing all other services required by this Agreement including, but not limited to, Commercial, Multi -Family and Roll -Off Customer billing; public education; customer service; record keeping; and, reporting; 4. Furnishing all labor, supervision, vehicles, Containers, other equipment, materials, supplies, and all other items and services necessary to perform its obligations under this Agreement; 5. Paying all expenses related to provision of services required by this Agreement including, but not limited to, taxes, licenses, regulatory fees (including fees and surcharges as applicable), and utilities; and paying all expenses related to the DRAFT RFP for Franchised Collection Services 11/28/17 Page S 65B-14 City of Santa Ana, California Section 3. Scope of Requested Collection Services operation, permitting, licensing, regulatory fees for all Approved Facilities owned/operated by Contractor or Contractor's Affiliate; 6. Performing or providing all services necessary to fulfill its obligations in full accordance with this Agreement at all times using best industry practice for safety, regulatory compliance and service delivery; and, 7. Complying with all Applicable Laws. 3.2 Collection Services 3.2.1 Residential Curbside Collection Services Arrangements Residential Curbside Service is for any Dwelling Unit or duplex unit in the Service Area where each Dwelling Unit is designed or used for occupancy by one (1) family and carts are utilized for the accumulation and set out of Solid Waste. The default service level will be weekly, automated Collection of three (3) 96 -gallon carts for each curb -serviced household. Body of cart will be green; lid color will be established for each material (i.e. brown for Refuse, grey for Recyclables and green for Yard Waste). 1. Weekly Solid Waste Collection Contractor will provide each Residential Curbside Service Unit with a new, wheeled cart for automated collection of Solid Waste. The default service level will be a 96 -gallon cart collected weekly. The Contractor shall provide a 64- and/or a 32 -gallon cart as a substitute depending on the Customers preference and need. No discount will be given for using smaller carts. Customers may add additional carts as may be needed at an additional charge. Customers will be required to place the cart(s) curbside for collection. Solid waste collection service is mandatory for all service locations. Reduced rate services are provided for Senior Citizens and Mobile Home occupants with two or fewer occupants, utilizing a 64 -gallon cart. Reference Attachment 1 for additional information. 2. Weekly Single -Stream Recycling Collection Contractor will provide each Residential Curbside Service Unit with a new, wheeled cart for automated collection of single -stream recycling material. The default service level will be a 96 -gallon cart collected weekly. The Contractor shall provide 64- and/or 32 - gallon carts as substitutes depending on the Customer's preference and need. No discounts will be given for using smaller or no carts. Customers may add additional single -stream recycling collection carts as may be needed at no additional charge, maintaining current provisions for removal of unused carts and removal of carts at households meeting established criteria for repeat contamination. Customers will be required to place the cart(s) curbside for collection. 3. Weekly Yard Waste Recycling Collection Contractor will provide each Residential Curbside Service Unit with a new, wheeled cart for automated collection of yard waste. The default service level will be a 96 -gallon cart collected weekly. The Contractor shall provide 64- and/or 32 -gallon carts as substitutes depending on the Customer's preference and need. No discount will be given for using smaller or no carts. Customers may add additional yard waste carts as may be needed at no additional charge, maintaining current provisions for removal of unused carts and DRAFT RFP for Franchised Collection Services 11/28/17 Page 6 65B-15 City of Santa Ana, California Section 3. Scope of Requested Collection Services removal of carts at households meeting established criteria for repeat contamination. Customers will be required to place the cart(s) curbside for collection. 4. On -Call Bulky Waste Collection Upon request by a Residential Curbside Service Unit within the City, Contractor will provide no more than four at -demand bulky item collections per year per Residential Curbside Service Unit at no additional cost. Each such Curbside Service Unit is limited to a maximum of five (5) bulky items (or twenty (20) bags of yard waste). Such collection services will provide the opportunity of having large objects, and other Solid Waste which is not required to be picked up pursuant to this Agreement, picked up and processed properly. Requests by Curbside Service Units for such collections will be made directly to the Contractor who will provide satisfactory telephone message receiving, transmitting and response procedures and who will be responsible for maintaining a log of such large item collections. At demand pick-ups will be responded to by Contractor within a reasonable time but no more than five (5) working days after such a request is received. Requests for more than two (2) at -demand collections per year will be charged in accordance with the rate per collection established by the City and will be billed to the Curbside Service Unit requesting the additional collection by the Contractor. • Contractor will provide for the collection and recycling of televisions, computer monitors and computer laptops as part of the Bulky Item collection program. • Contractor will provide assistance of removal of bulky items on private property to senior citizens and disabled individuals at no cost. Any Bulky waste collected by Contractor, whether Residential, MFD, Commercial or City, may not be landfilled or disposed of until the following hierarchy has been followed by the Contractor. o Reuse as is (if energy efficient) o Disassemble for reuse or recycling o Recycle (through participation of charitable organizations) o Disposal Contractor will describe how it will encourage reuse and recycling and comply with the Collection Agreement diversion requirement. 5. Household Hazardous Waste Collection Proposer shall offer an optional curbside Household Hazardous Waste Collection for an additional fee. Proposer will also commit to providing one Household Hazardous Waste Collection event each year allowing residents to deliver their waste at no charge to a collection site for proper disposal by Contractor. Contractor will coordinate with the City regarding location and date of the events. Event outreach will meet all contractual outreach and education requirements. Acceptable items are included as Attachment 12. 6. Residential Curbside Compost Give -Away Proposer will commit to providing one Compost Give Away program each year, making available to each Residential Curbside Unit a "free Compost' program that provides up DRAFT RFP for Franchised Collection Services 11/28/17 Page 7 65B-16 City of Santa Ana, California Section 3. Scope of Requested Collection Services to fifty (50) gallons of Compost material for Customer pick-up at the designated facility or in a manner agreed upon by the City. Event outreach will meet all contractual outreach and education requirements. 7. Residential Curbside Annual Holiday Tree Recycling Collection Contractor will provide annual collection of holiday trees commencing the first collection day after December 25 and continuing for a three-week period at no additional charge. Residents will be required to place the trees curbside for collection. Trees shall be free of ornaments; garlands; tinsel and flocking; and stands shall be removed. Contractor will be required to collect trees up to six feet in length on the same day as the Customers regularly scheduled collection. 8. Residential Shredding Events Contractor will administer annual shredding events allowing residents to deliver up to three (3) file -size boxes worth of paper items for shredding. Contractor will coordinate with the City regarding location and date of the events. Event outreach will meet all contractual outreach and education requirements. 9. Residential Sharps Program Contractor will administer a Residential Sharps Program. This program will be offered to Residential customers who, for medical reasons, require the use of medical sharps. 10. Curbside Used Oil As funding is available through State, County or City sources, Contractor will provide curbside collection of used oil and filters. A description of the process for compensation and level of service is provided in the draft Agreement. 3.2.2 MFD Collection Services Arrangements MFD are any residence in the Service Area with three (3) or more Dwelling Units, where each Dwelling Unit is designed or used for occupancy by one (1) family, including any flat, apartment, condominium, town home or other premises, other than a hotel or motel, including such premises when combined in the same building with business establishments, utilizing a common bin(s) for the accumulation and set -out of Solid Waste. When discussing solid waste, recycling or yard waste collection service changes with customers, Contractor shall provide a rate schedule to customers denoting all service levels and all possible frequencies of collection. Note: • AB 341 requires that multi -family housing with 5 or more units recycle recyclable materials such as paper, cardboard, plastics, glass, metals, food and yard waste. Pursuant to AB 1826, MFD generating 4 cubic yards or more per week of non-food organic waste shall arrange for recycling of Yard Waste, landscape and pruning waste, and non -hazardous wood waste. By January 1, 2019, MFD generating 4 cubic yards of solid waste per week or more shall arrange for recycling of Yard Waste, landscape and pruning waste, and non -hazardous wood waste. If in the Summer/Fall of 2021, the state determines that statewide disposal of organic waste measured in 2014 has not been reduced by 50%, the 4 cubic yards/week threshold for solid waste will drop to 2 cubic yards/week. DRAFT RFP for Franchised Collection Services 11/28/17 Page 8 65B-17 City of Santa Ana, California Section 3. Scope of Requested Collection Services 1. Solid Waste Collection Contractor will provide bins and compactors for collection of solid waste. Customers will have the opportunity to subscribe to the appropriate service level. Collection frequency will be at least once per week and up to six (6) times per week. Roll -off box service will be made available in containers sizes including 10, 20 and 40 cubic yards. Roll -off boxes and compactors, as provided by Contractor or by Customer, will be serviced as needed. Customers and Contractor will determine a mutually acceptable collection location. 2. Recyclable Materials Collection Proposer will propose a Recyclable Materials Collection program designed to achieve the City's goals. Contractor will be required to offer recycling services to all MFD Customers and provide such services upon request. Contractor will provide bins and roll- off boxes for collection of recyclable materials. In order to prevent the contamination of recyclables, the contractor will provide "restricted access" lids for recycling collection containers, as needed. Customers will pay a separate fee in accordance with the established rates, which shall be less than the established rate for the comparable level of solid waste service. 3. Yard Waste Recycling Collection Contractor will provide bins for collection of Yard Waste. Customers will have the opportunity to subscribe to the appropriate service level. Collection frequency will be at least once (1) per week and up to seven (7) times per week. Customers will pay a separate fee for yard waste collection based on their service level in accordance with the established rates. Customers will pay a separate fee in accordance with the established rates, which shall be less than the established rate for the comparable level of solid waste service. 4. On -Call Bulky Item Collection Contractor will provide on-call collection of bulky items from MFD customers using a method suitable for the MFD complex and agreed upon by the Customer or property manager. Contractor will provide on-call collection of bulky waste to MFD's scheduling the service with Contractor with 48 hours' notice. Customers may place up to five items out for collection per pick-up. Items will be collected on the Customer's regular collection day. Contractor will be required to separate and recycle all commodities that can be feasibly recovered. Customers will pay a separate fee in accordance with the established rates. 5. Household Hazardous Waste Collection Proposer will commit to providing Household Hazardous Waste events each year allowing residents to deliver their waste to a collection site for proper disposal by Contractor. Contractor will coordinate with the City regarding location and date of the events. Event outreach will meet all contractual outreach and education requirements. Acceptable items are provided as Attachment 12. 3.2.3 Commercial Collection Services Arrangements Commercial customers include all retail, professional, office, wholesale and industrial facilities, other commercial enterprises offering goods or services to the public; organizations; and agencies other than City agencies. Contractor will be required to service carts, bins, compactors DRAFT RFP for Franchised Collection Services 11/28/17 Page 9 65B-18 City of Santa Ana, California Section 3. Scope of Requested Collection Services and roll -off boxes stored in customer's solid waste enclosure or other locations as requested by customer. When discussing solid waste, recycling or organic material collection service changes with customers, Contractor shall provide a rate schedule denoting all service levels and all possible frequencies of collection. 1. Solid Waste Collection Contractor will provide bins, roll -off boxes and compactors for collection of solid waste. Customers will have the opportunity to subscribe to the appropriate service level. Collection frequency will be at least once per week and up to six (6) times per week. roll -off box service will be made available in containers sizes including 10, 20 and 40 cubic yards. roll -off boxes and compactors, as provided by Contractor or by Customer, will be serviced as needed. Customers and Contractor will determine a mutually acceptable collection location. 2. Recyclable Materials Collection Proposer will propose a Recyclable Materials Collection program designed to achieve the City's goals. Contractor will be required to offer recycling services to all MFD Customers and provide such services upon request. Contractor will provide bins and roll -off boxes for collection of recyclable materials. In order to prevent the contamination of recyclables, the contractor will provide "restricted access" lids for recycling collection containers, as needed. Customers will pay a separate fee in accordance with the established rates, which shall be less than the established rate for the comparable level of solid waste service. 3. Organic Material Recycling Collection Contractor will provide wheeled carts and bins for collection of Organic Material, including Yard Waste and/or Food Waste. Customers will have the opportunity to subscribe to the appropriate service level. Carts and/or bins will be made available. Collection frequency will be at least once (1) per week and up to seven (7) times per week. Customers will pay a separate fee for collection based on their service level in accordance with rate established by the City. Source -separated Yard Waste recycling collection shall be offered at a rate which shall be less than the established rate for the comparable level of solid waste service. 4. On -Call Bulky Item Collection Contractor will provide on-call collection of bulky items from Commercial customers using a method suitable for the MFD complex and agreed upon by the Customer or property manager. Contractor will provide on-call collection of bulky waste to Commercial scheduling the service with Contractor with 48 hours' notice. Customers may place up to five items out for collection per pick-up. Items will be collected on the Customer's regular collection day. Contractor will be required to separate and recycle all commodities that can be feasibly recovered. Customers will pay a separate fee in accordance with the established rate. 5. On -Call Electronic Waste (E -Waste) Recycling Collection Contractor will provide on-call a -waste collection. Contractor is required to describe its methodology to provide on-call collection of a -waste (e.g., material types, customer set -out requirements, control mechanisms for spills and contamination, and any limitations on allowable amounts) along with a fee per pick-up that would cover all program costs. DRAFT RFP for Franchised Collection Services 65B-19 11/28/17 Page 10 City of Santa Ana, California Section 3. Scope of Requested Collection Services 6. On -Call Universal Waste Recycling Collection Contractor will provide on-call universal waste recycling collection service. Universal waste collection includes fluorescent lamps, cathode ray tubes, instruments that contain mercury, and batteries. Contractor is required to describe its methodology to provide on-call collection and recycling of universal waste (e.g., material types, customer set -out requirements, chain of custody documentation, and any limitations on allowable amounts) along with a fee per pick-up that would cover all program costs. 3.2.3 Roll -Off Collection Services Roll -Off collection services include the delivery, removal and recycling or disposal of used or discarded materials removed from premises excluding C&D materials and Exempt Waste. 1. Roll -Off Collection Service Requirements Contractor will provide Roll -Off collection from Service Units in the Service Area and the delivery of that material to the Materials Recovery Facility, Transfer Station or Disposal Facility, as appropriate. Roll -Off collection service will be made available in container sizes including 10, 20 and 40 cubic yards. Special pricing will be offered for Tires. Contractor will describe how it will encourage reuse and recycling and comply with the Collection Agreement. 3.2.4 City Services All services at City facilities, operations and events, unless otherwise noted, will be provided at "no charge." City collection services includes C&D materials. Collections will be scheduled at a time mutually agreed upon by the Contractor and the City. Collection at City facilities, operations and events include those listed below. 1. Weekly Solid Waste Collection Contractor will provide wheeled carts, bins, compactors and/or roll -off boxes for collection of solid waste and C&D material. The City will have the opportunity to subscribe to the appropriate service level. Carts will be made available including 64 and 96 gallons. Bins will be made available in sizes including 1, 2, 3, and 4 cubic yards. Collection frequency will be at least once (1) per week and up to seven (7) times per week. Roll -off box service will be made available in container sizes including 10, 20 and 40 cubic yards. 2. Recyclable Materials Collection Contractor will provide recycling collection service at City facilities, operations and events at "no charge." Contractor will provide carts, bins, compactors and roll -off boxes for collection of recyclable materials. The City will have the opportunity to subscribe to the appropriate service level. Carts will be made available including 64 and 96 gallons. Bins will be made available in sizes including 1, 2, 3, and 4 cubic yards. Collection frequency will be at least once (1) per week and up to seven (7) times per week. Roll -off box service will be made available in container sizes including 10, 20 and 40 cubic yards. 3. Organic Materials Collection Contractor will provide Organic Materials Collection service at City Facilities at "no charge." charge. Contractor will provide carts, bins, compactors and roll -off boxes for collection of Organic Materials. The City will have the opportunity to subscribe to the appropriate service level. Carts will be made available including 64 and 96 gallons. Bins will be made available in DRAFT RFP for Franchised Collection Services 11/28/17 Page 11 65B-20 City of Santa Ana, California Section 3. Scope of Requested Collection Services sizes including 1, 2, 3, and 4 cubic yards. Collection frequency will be at least once (1) per week and up to seven (7) times per week. Roll -off box service will be made available in container sizes including 10, 20 and 40 cubic yards. 4. Parkway Clean -Up Following Garage Sales Contractor will provide two (2) employees in a "front -loader" vehicle that will devote 60 hours each six working days following the quarterly garage sales to canvass the City neighborhoods in order to remove debris left in the parkways after garage sales. 5. On -Call Parkway Clean -Up of Abandoned Items Contractor will provide on-call Parkway Clean -Up of abandoned items at the request of the City. Contractor is required to describe its methodology to provide on-call collection of Parkway abandoned items within 24 hours of a request from the City. 6. Alley Clean -Up Contractor will provide 2 employees in a "front -loader" vehicle who will devote 50 hours each, six working days of each week, to canvass the City neighborhoods in order to remove debris left in alleyways following relocations. 7. Neighborhood Clean -Up Contractor will supply roll -off boxes for City sponsored neighborhood cleanups at no cost to the City. The number of roll off containers will not exceed a maximum total number of three hundred (300) containers annually. The City will have the option to add 20 additional roll -off boxes during each five (5) year period of the contract. For example, starting year six (6), the City may require 320 containers annually. 8. City Sponsored Events Contractor will provide wheeled carts, special event boxes with liners and recycling lids, bins, and/or roll -off boxes to collect solid waste and recyclable materials at "no charge" for City -sponsored events. Contractor will assist the venue and event organizers with developing recycling plans and reporting data. When requested by event organizers, solid waste and recycling collection service will be provided for each venue or event. Carts to be made available include 64 and 96 -gallon carts. Bins will be made available in sizes including 1,2,3 and 4 cubic yards. Roll -Off service will be made available in container sizes including 10, 20 and 40 cubic yards. Collection frequency will be provided as required by the event organizer. 9. Grant Management Contractor will provide development and management of grants pursuant to the CalRecycle regulations and/or adopted by CalRecycle including the Department of Conservation and other governmental agencies that offer grants related to collection and recycling services provided under the Agreement. Contractor shall be compensated $75.00 per hour for grant administrator's time to develop and administer the grant programs. 10. Hazardous Waste/E-waste/Universal Waste The Contractor shall provide, either directly, or through a City -approved subcontractor, Hazardous Waste, E -waste and Universal Waste Collection Service for City Facilities. 11. Battery Recycling Program at City Facilities DRAFT RFP for Franchised Collection Services 65B-21 11/28/17 Page 12 City of Santa Ana, California Section 3. Scope of Requested Collection Services The Contractor shall provide battery recycling buckets for the drop-off of batteries at each City Facility designated by the Contract Administrator for the safe collection and recycling of batteries. The Battery Recycling Program shall include the placement, removal and replacement of the battery buckets. 3.2.5 Other Collection Service Considerations 1. Street Sweeping (Optional) Proposers may offer to provide Street Sweeping services at an additional charge. Street Sweeping requirements and cost proposal forms are provided as Attachment 9. 2. Pressure Washing (Optional) Proposers may offer to provide Pressure Washing services at an additional charge. Pressure washing requirements and cost proposal forms are provided as Attachment 10. 3. Additional Collection Service Requirements: • Provide public education to residents and businesses. A detailed description of Contractor's public education responsibilities is provided in the Collection Agreement. • Compliance, monitoring and reporting relative to AB 939, AB 341 and AB 1826 and all applicable laws. • Provide customer service and billing service as necessary to fulfill its obligations. • Furnish all labor, supervision, collection vehicles, collection containers, other equipment, materials, supplies, and all other items and services necessary to perform its obligations. • Be solely responsible to pay all expenses related to the provision of services including, but not limited to, taxes, regulatory fees, host fees, business license fees, utilities, etc. • Be solely responsible for the impact of any changes in law to the operation of the Contractor's facility(ies), including financial and operational impacts. • Provide all services in a thorough, safe and professional manner. • Contractor shall be responsible for ensuring that its customers consistently receive a high level of customer service and responsiveness. • Comply with applicable laws, regulations and ordinances. 3.2.6 Processing Plan Proposer shall include a Processing Plan that demonstrates the Proposer's ability to arrange for the processing of Recyclables and Organics originating in the City for the term of the Collection Agreement and any extensions thereof. The plan should identify any arrangements that will benefit the City in maintaining long-term rate stability. Prior to selection, the Contractor will be required to produce proof of all arrangements described in its offer. Contractor should indicate the per -ton costs and tonnage disposal guarantees they will offer the City. The plan should specify facilities and fees for the processing of all materials collected in the City including roll- off. DRAFT RFP for Franchised Collection Services 11/28/17 Page 13 65B-22 City of Santa Ana, California 3.2.7 Diversion Plan Section 3. Scope of Requested Collection Services Proposer shall include a Diversion Plan that details the Proposer's approach to diversion and describes all associated programs and services. Proposer shall include its approach to minimizing scavenging, systematically reducing contamination and ensuring compliance with all CalRecycle requirements. The Proposer shall provide plans for Residential Curbside, Multi -Family and Commercial and roll -off Solid Waste, Recyclables and Yard Waste/Organics. The plan shall include measurable goals for diversion and for reducing contamination for each year of the contract. 3.3 Customer Rate Arrangements This section provides a description of rate arrangements and fees that will apply to all three service sectors. The rate schedules establish the maximum rates that may be charged. 3.3.1 Residential Curbside Rate Arrangements The Residential Curbside Service rate structure will feature an integrated fee for collection that covers solid waste, recycling, and yard waste collection services, regardless of cart size(s) selected by customer, with the exception of the Senior Citizen and Mobile Home program. 3.3.2 MFD and Commercial Rate Arrangements A volume -based rate structure will be used for MFD and commercial. Customers will be encouraged to participate in Recyclable and Yard Waste collection. Customers will be required to pay a fee for collection services based on subscription levels. 3.3.3 City Services The City's facilities, operations and event services shall be provided all collection services at "no cost." 3.4 Public Education and Outreach All public education activities will be conducted by the Contractor. Contractor shall be responsible for ensuring that its customers consistently receive a high level of customer service and responsiveness. Contractor shall prepare an annual public education plan and meet with the City or the City's representative to review the plan. The City shall have the right to review, revise and approve all promotion materials and implementation of the promotion strategy. The City shall also have the right to approve material development contractors. A detailed listing of Public Education and Outreach requirements can be found in Article 5.11 of the Franchise Agreement. 3.4.1 Contractor Responsibilities Contractor will be required to provide the following services: 1. Annual Public Education Plan Contractor will prepare an annual public education plan and meet with the City to review the plan. Contractor is responsible for additional public education activities as specified below, including personnel, printing and other program costs. Proposer shall refer to Draft Agreement for a description of all requirements. DRAFT RFP for Franchised Collection Services 65B-23 11/28/17 Page 14 City of Santa Ana, California Section 3. Scope of Requested Collection Services 2. Public Education Plan Implementation A detailed description and schedule for all of the initial program roll-out activities and for annual ongoing public education and outreach materials and activities. The plan will be provided to the City for review and approval within 30 days of award of Agreement. Contractor will provide the City with each draft item a minimum of 14 days prior to any production for review and approval. All outreach and education materials will include the elements necessary to meet or exceed AB 939, AB 341 and AB 1826 requirements. Services include: • Public education strategy and development of materials to support roll-out of new collection services. • Develop, produce and distribute an information packet to each new Customer throughout the Contract term. Contractor may attach these packets to the carts and bins upon initial cart and bin distribution. This packet shall: describe available services, including available recycling and diversion programs; provide instructions for proper use of the carts and bins provided (such as how to place carts or other permitted items for Collection, the types of materials to be placed in each cart); AB 939, AB 341 and AB 1826 requirements; detailed holiday Collection schedules; and, provide billing and customer service telephone numbers. This packet shall contain updated information on how to use Containers, when, where and how to place Solid Waste for Collection, and who to contact with service or billing questions, and for Bulky Item Collection. The packet shall also clearly indicate what materials, such as syringes and other Household Hazardous Wastes (HHW), should not be disposed of in these Containers. This brochure shall include instructions on how Customers should dispose of HHW, such as information on the HHW program. • Develop, produce and distribute public education and promotional materials to Residential MFD and Commercial accounts at inception of the new program and annually during the term of the Collection Agreement, including all outreach and education materials necessary to meet or exceed AB 939, AB 341 and AB 1826 requirements. • Deliver set -out correction notices during the term of the Collection Agreement. • Staff a booth at local public events as agreed upon with the City and distribute promotional and educational materials. • Insert with its bills inserts produced by the City 3.4.2 Staffing Performance of each of the provisions of this Agreement shall be under the direction and supervision of the Executive Director. The Contractor shall furnish the Executive Director every reasonable opportunity of ascertaining whether or not the work is performed in accordance with the requirements of this Agreement. The Contractor shall designate a person to serve as agent and liaison between its organization and the City and shall maintain a telephone and a means for contact at all times during periods of strike or other emergencies. The designated agent/liaison is required to meet with City staff at the City's preferred frequency to review public outreach activities and diversion results. The Executive Director may inspect the Contractor's operations, facilities and equipment at any reasonable time and the Contractor DRAFT RFP for Franchised Collection Services 11/28/17 Page 15 65B-24 City of Santa Ana, California Section 3. Scope of Requested Collection Services shall admit him to make such inspections at any reasonable time and place. Proposer must include the following in its proposal: 1. Job Description A job description for this position including reporting structure, and the amount of time the position will be dedicated to the City, including a rationale for the time allocation. 2. Resume of Designated Staff The resume of the designated staff member (This must include the individual's resume, years of experience, and three (3) professional references.) This party will be responsible for the planning, coordination, development, preparation, implementation and review of all public education and promotion materials and efforts. If an outside consultant is to be used, Proposer must identify the consultant and include a brief description of the consultant's qualifications and years of experience. The City has the right to approve the consultant and has the expectation that the designated staff member will be actively engaged with the community and appropriately participates in community events to promote and implement waste reduction, recycling and organics collection programs. The Contractor shall also provide SRRE Consulting services as described in Article 5.11 1 "Other Services". 3.5 Diversion Requirements The selected contractor will provide a level of diversion that ensures the City will be in full compliance with its State Diversion obligations, as defined as of the Effective Date by AB 939, AB 341, AB 1826 and related state laws and regulations. Article 6.7 of the Franchise Agreement details specific Diversion requirements. 3.6 Requirements for Operations, Equipment and Personnel Article 7 of the Franchise Agreement details specific requirements related to operations, equipment and personnel. Contractor shall always comply with Applicable Laws and provide services in a manner that is safe to the public and the Contractor's employees. A summary of some of the requirements follows below. 3.6.1 Operations Unless otherwise authorized by the City, Contractor's days and hours for Collection operations shall be asfollows: 1. Residential Premises Collection from Residential Premises shall only occur between the hours of 6:00 a.m. and 6:00 p.m., Monday through Friday. 2. MFD, Commercial and City Premises MFD, Commercial and CITY Collection from locations greater than 100 feet from residential units may start at 3:00 a.m. and must terminate by 9:00 p.m. However, if complaints are received from such residential units, the Contract Administrator may direct that collections DRAFT RFP for Franchised Collection Services 65B-25 11/28/17 Page 16 City of Santa Ana, California Section 3. Scope of Requested Collection Services in such areas shall be made between the hours of 6:00 a.m. and 6:00 p.m. The hours of Collection may be temporarily extended due to extraordinary circumstances or conditions. 3.6.2 Equipment 1. Vehicles Contractor shall provide a fleet of new Collection vehicles sufficient in number and capacity to efficiently perform the work required by the Franchise Agreement in strict accordance with its terms. Contractor will provide detailed information regarding the number of each type of collection vehicle to be used, along with the name of the manufacturer and vehicle specifications. Contractor shall have available sufficient back-up vehicles for each type of Collection vehicle used to respond to scheduled and unscheduled maintenance, service requests, complaints, and emergencies. Such back-up vehicles may be used vehicles. All such vehicles shall have watertight bodies designed to prevent leakage, spillage, or overflow. Hoppers shall be enclosed on top and on all sides to prevent material from leaking, blowing or falling from the vehicles. Each Collection vehicle shall be equipped with a shovel and broom for clean-up of spillage. Collection vehicles shall never be loaded to exceed the manufacturer's recommended weight limit or otherwise operated unsafely or in violation of any Applicable Law. • Vehicle Impacts. The vehicles shall comply with the Solid Waste Collection Vehicle rule adopted by the California Air Resources Board (CARB) on September 25, 2003, and any other California Air Resources Board requirements. • Alternative Fuel Vehicles. Contractor shall meet all State, County, City, CARB and South Coast Air Quality Management District (SCAQMD) and any other applicable regulations and requirements. 2. Containers Contractor will provide new curbside collection carts for fully automated collection service as specified in the Draft Agreement. Contractor will provide proposed cart specifications including manufacturer and model, anticipated service life and warranty associated with the proposed cart. Contractor -provided bins shall be designed and constructed to be watertight and prevent the leakage of liquids. All bins shall display the Contractor's name, local telephone number, and some identifying inventory or serial number. If a new contractor other than the current service provider is selected for the new Agreement such Contractor may attempt to negotiate the purchase of the existing Commercial bins and roll -off Boxes from the current service provider. 3.6.3 Personnel Contractor shall furnish such qualified drivers, mechanical, supervisory, customer service, clerical, and other personnel as may be necessary to provide the services required by this Agreement in a safe and efficient manner. Contractor shall designate at least one (1) qualified employee as the City's primary point of contact with Contractor who is principally responsible for Collection operations and resolution of service requests and complaints. Contractor shall use its best efforts to assure that all employees who interact with Customers present a neat appearance and conduct themselves in a courteous manner. Contractor shall not DRAFT RFP for Franchised Collection Services 11/28/17 Page 17 65B-26 City of Santa Ana, California Section 3. Scope of Requested Collection Services permit its employees to accept, demand, or solicit, directly or indirectly, any additional compensation, or gratuity from members of the public. The City places a high priority on the retention of employees currently providing services within the City. Proposer shall declare its intent to offer or not a plan to offer employment to eligible employees of the current contractor according to the terms described in AB 1669 Section 1072 (Provided as Attachment 11 of this RFP). Information regarding the number of employees who are performing services under the service contract and the wage rates, benefits, and job classifications of those employees will be provided to bone fide Proposers at least 30 days before proposals are due. Proposers offering employment will be awarded a 10% preference in the evaluation process. 3.6.4 Local Purchasing Preference Contractor shall, throughout the Term of the Franchise Agreement, give preference to purchasing materials and supplies used in connection with the Agreement from local vendors within the City or State; and in that order of preference. 3.7 Billing, Customer Service, Record Keeping and Reporting Contractor will provide billing services to all Multi -Family, Commercial and Roll -Off service customers. The City shall continue to conduct Residential billing. Article 8 of the Franchise Agreement details specific requirements related to billing, customer service, record keeping, and reporting. A summary of some of the requirements follows below. 3.7.1 Billing Services Contractor will make available to all Customers an automated billing and payment system at no additional charge. This system should be website based and allow customers to view and pay bills through Contractor's website. Through the Contractor's website, Customers may request to cease paper billing and receive all bills through e-mail and/or Contractor's website. Contractor will ensure that the electronic billing and payment website conforms to industry -standard practices for electronic commerce security. Contractor shall ensure that these customers are compiled in a list to ensure that billing inserts are mailed directly. Contractor will promote the website -based billing and payment system on all paper bills sent to Customers. Contractor's website shall provide Customers with the ability to pay their bills through an electronic check or credit card and include the ability for Customer billings to be automatically charged on a recurring basis. Contractor shall promote the website- based billing and payment system on all paper bills sent to Customers. Contractor shall prepare, mail, and collect bills from Customers who decline to use such internet-based billing system. Contractor shall make arrangements to allow Customers to pay bills by cash, check, electronic check, money order, and credit/debit card. 1. Temporary and Permanent Roll -Off Box and Temporary Bin Customers For individually serviced Customers who request Temporary roll -off box and/or Temporary bin service, the Contractor will accept major credit cards for payment. All credit card transactions will be documented on the customer account with all associated service data. For Permanent roll -off box customers, the Contractor will invoice monthly or semi-monthly in arrears with payment due within 15 days from the invoice date. 2. Delinquent Accounts DRAFT RFP for Franchised Collection Services 11/28/17 Page 18 65B-27 City of Santa Ana, California Section 3. Scope of Requested Collection Services Once a payment is 30 days past due, Contractor shall send to the Customer a notice that service will be suspended if payment is not made within an additional 30 days. Service may only be suspended after these minimum time periods and notice. City will not be responsible for or assist with the collection of delinquent accounts, except where lien authority has been established for this purpose. 3.7.2 Customer Service Contractor shall always be in compliance with Article 8.6 of the Franchise Agreement and with the provisions of the Customer Service Plan included in Contractor's Proposal. Contractor shall revise, modify and otherwise update such Plan throughout the Term as it deems necessary, or as reasonably requested by the City. 1. Local Office Location and Hours The Contractor shall maintain a publicly accessible office located within the City Service Area that provides telephone access to residents and businesses of the City and shall be open during normal business hours, which are currently 8:30 a.m. to 4:30 p.m., Monday through Friday, except for Holidays. Office hours may be adjusted at the discretion of Contractor only after appropriate notification is provided to all Customers and provided that offices are open for business at least eight (8) hours per day Monday through Friday, except for Holidays. 2. Customer Service Call Center The Contractor shall maintain a customer service call center that provides telephone access to residents and businesses of the City and is staffed by trained and experienced Customer Service Representatives (CSRs). Such office shall be equipped with sufficient telephones so that all Collection Service related calls received during normal business hours are answered by an employee within five (5) rings; shall have responsible persons in charge during Collection hours; and shall be open during normal business hours, which are currently 8:00 a.m. to 5:00 p.m., Monday through Friday, and 8:00 a.m. to noon on Saturdays, except for Holidays. Office hours may be adjusted at the discretion of Contractor only after appropriate notification is provided to all Customers and provided that offices are open for business at least eight (8) hours per day Monday through Friday, except for Holidays. The Contractor shall provide either a telephone answering service or a mechanical device to receive Service Recipient inquiries during those times when the office is closed. Calls received after normal business hours shall be addressed the next morning the office is open. 3. Local Telephone Number and Equipment Contractor's principal office shall be accessible by a local (toll-free to Customers) telephone number at least during the office hours specified in Article 8.6 of the Franchise Agreement. The telephone number shall be listed under Contractor's name in the local telephone directory and as appropriate on Collection vehicles and Containers. The Contractor shall have sufficient equipment in place and staff to handle the volume of calls experienced on the busiest days and such telephone equipment shall record the responsiveness (e.g., call hold -time, abandoned calls, etc.) to calls. Recording of Contractor's responsiveness to calls shall include, at a minimum, all items included in the "Service Quality and Reliability' and "Customer Service" performance standards listed in the Franchise Agreement. An answering machine or voicemail service shall DRAFT RFP for Franchised Collection Services 11/28/17 Page 19 65B-28 City of Santa Ana, California Section 3. Scope of Requested Collection Services record Customer calls and voice messages during hours the office is closed or outside times calls are not being answered. 4. EmergenCVTelephone Number Contractor shall maintain an emergency telephone number for use outside Contractor's office hours. The emergency telephone number shall be listed as an emergency number under Contractor's name and under the City in the local telephone directory. Contractor shall have a representative, or an answering service to contact such representative, available at Contractor's emergency telephone number during all hours other than Contractor's office hours. 5. Multilingual/TDD Service Contractor shall always maintain the capability of responding to telephone calls in English, Spanish, and such other languages as the City may direct, employing a service such as ATT Language Line. Contractor shall always maintain the capability of responding to telephone calls through Telecommunications Device for the Deaf (TDD) Services. These capabilities shall be maintained for both the local telephone number and the emergency telephone number. 6. Website Contractor will develop and maintain a website dedicated to services provided in the City that is accessible by the public. The website will include answers to frequently asked questions; rates for Collection Services; Recyclable Materials, Yard Waste and Organic Waste specifications; proper Bulky Waste and Household Hazardous Waste disposal procedures; and other related topics. The Contractor's website will provide the public the ability to e-mail complaints to Contractor and request services or service changes. Contractor shall describe how the website will allow customers to submit inquiries or complaints, request new service or change in service, and request on-call Bulky Item services. In addition, Contractor shall explain if it plans to manage the website with in- house staff or if a subcontractor will be used. Contractor shall disclose the subcontractor that will be used. 7. Service Requests, Compliments, Complaints Contractor shall be responsible for the prompt and courteous attention to, and prompt and reasonable resolution of, all Customer service requests and complaints. Contractor shall record in a separate computerized log, approved as to form by the City, all complaints, noting the name and address of complainant, date and time of complaint, nature of complaint, and nature and date of resolution. The Contractor shall retain this complaint log for the Term plus three (3) years after its expiration or earlier termination. Upon request by the City, Contractor shall compile and submit a summary statistical table of the complaint log. Contractor shall respond to all complaints received within twenty-four (24) hours, weekends and Holidays excluded. In particular, if a complaint involves a failure to Collect Solid Waste, Recyclable Materials or Organic Materials from a Premises in the City, Contractor shall Collect the material in question within twenty-four (24) hours of receipt of the Complaint, provided that Generator has properly placed materials for DRAFT RFP for Franchised Collection Services 11/28/17 Page 20 65B-29 City of Santa Ana, California Section 3. Scope of Requested Collection Services Collection. 3.7.3 Record Keeping and Reporting Contractor shall submit reports to the City or the City's Representative on Solid Waste Collection and Disposal, Recyclable Materials Collection, Processing and marketing, and Organic Materials Collection, Processing and marketing to ensure the City meets the reporting requirements of AB 939, AB 341, AB 1826 and other Applicable Law. Contractor shall maintain accounting, statistical, operational, and other records related to its performance as shall be necessary to provide reporting under the Act and demonstrate compliance with this Agreement. Unless otherwise required in Article 8.8 of the Franchise Agreement, Contractor shall retain all records and data required to be maintained by this Agreement for the Term of this Agreement plus three (3) years after its expiration or earlier termination. Records and data shall be in chronological and organized form and readily and easily interpreted. Upon request, any such records shall be retrieved in a timely manner by Contractor and made available to the City or the City's Representative. Contractor shall maintain adequate record security to preserve records from events that can be reasonably anticipated such as a fire, theft, flood and an earthquake. Electronically -maintained data and records shall be protected and backed -up. Contractor shall submit monthly and annual reports as described in Article 8.9 of the Franchise Agreement. 3.8 Contractor Implementation Plan Proposer shall provide a detailed implementation plan describing the Contractor's approach to facilitating a smooth transition for all the collection services. The plan must clearly describe the company's ability to implement the services in accordance with the schedule presented in Table 1-2 of this RFP. This description should include, but not be limited to: 1. A timeline showing the duration and completion date of major milestone events such as vehicle purchase and testing; container purchase, assembly and distribution; personnel hiring and training; customer service and billing database development and implementation; administration; public education; corporation yard acquisition and development (if necessary), etc. 2. Assumptions regarding the participation of City staff, City representatives, the current collection contractor, and the current and future facility operator. 3. Identification of common problems that can occur in service initiation and strategies for preventing or managing such problems. 4. Discussion of how customers will select container size(s) and service frequency. 5. Contingency plans for all aspects of implementation. 3.9 Alternative Proposals Proposer may provide one or more alternative proposals in addition to the requested proposal. The City is not obligated to evaluate or select alternative proposals. Alternative proposals will be considered by the City if the City concludes that the alternative proposals warrant evaluation and analysis. Proposers that provide an alternative proposal(s) shall also respond to the entire RFP as written. DRAFT RFP for Franchised Collection Services 11/28/17 Page 21 65B-30 City of Santa Ana, California Section 3. Scope of Requested Collection Services DRAFT RFP for Franchised Collection Services 11/28/17 Page 22 65B-31 City of Santa Ana, California Section 4. RFP Policies, Conditions, and Process SECTION 4 - RFP POLICIES, CONDITIONS, AND PROCESS 4.1 Rights Reserved by the City The City reserves the right, in its sole discretion, to pursue any or all of the following actions regarding this RFP process: • Issue addenda and amend the RFP and Franchise Agreement; • Request additional information and/or clarification from Proposer; • Extend the deadline for submitting proposals; • Withdraw this RFP; • Reject proposals that do not fully comply with the requirements detailed in this RFP, its attachments, addenda, or clarifications; • Reject incomplete proposals; proposals containing errors, inconsistencies, false, inaccurate or misleading information; proposals submitted after the deadline; or, proposals with other process or content errors or deficiencies; • Amend the Municipal Codes of City; • Award a proposal based on a combination of its qualitative and quantitative attributes; • Take other actions the City deems are in the best interest of the City, and residents and businesses in the City service area; and, • Negotiate changes in the services proposed and/or described in the RFP or to incorporate programs proposed by others. 4.2 General RFP Requirements This RFP shall not be construed by any party as an agreement of any kind between the City, contractor(s), and other parties. This RFP does not obligate the City to accept any proposal, negotiate with any Proposer, award a Franchise Agreement, or proceed with the development of any project or service described in response to this RFP. The City has no obligation to and shall not compensate any Proposer for its expense of preparing its proposal and participating in this procurement process. Please note that the City's procurement of Solid Waste and Recycling Franchise Services is not subject to State bidding laws, and the City does not intend to cause the current RFP process to become subject to such public bidding laws or regulations. The City shall have the right (but not the obligation) to perform a review of each Proposer's ability to perform the work required. Each Proposer must agree to cooperate with such a review. Such cooperation by Proposer shall apply to the verification of the Proposer's capability and experience in the provision of services and any other component of work that may be required under this procurement. The City, and its consultants, will be conducting reference checks on Proposers that will involve contacting jurisdictions currently or previously served by Proposer, as well as contacting regulatory agencies involved in oversight of Proposers' facilities. In addition, the City, or its consultants, may DRAFT RFP for Franchised Collection Services 11/28/17 Page 23 65B-32 City of Santa Ana, California Section 4. RFP Policies, Conditions, and Process research Proposers' past performance by reviewing litigation history, regulatory actions, highway driving records, criminal investigations and recycling history. The Proposer's submission of a proposal shall constitute an agreement to cooperate with the City's review. Unless a submitting Proposer takes specific exception in accordance with the procedure set forth in Section 5.6, submission of a proposal shall constitute acknowledgement and acceptance of all the terms and conditions contained in this RFP and the Draft Agreement including all addenda or amendments issued by the City as per the process provided in this RFP. Submittal of a proposal signifies the submitting Proposers' commitment to provide the proposed services if selected. In addition, all aspects, conditions and components of proposals submitted shall be valid until June 30, 2020.. Proposals may not be altered after submittal, except in response to the City's request for clarification. 4.3 Code of Conduct 4.3.1 Proposer Code of Conduct Proposer is required to sign the Proposer Code of Conduct (Attachment 2). The code of conduct for Proposers: (i) prohibits ex parte communications with City elected officials; (ii) prohibits giving any gift or monetary compensation to City staff member or consultants; and, (iii) prohibits collusive activities with other potential Proposers. If a Proposer does not sign the code of conduct or violates the code of conduct, the City has the right to disqualify the Proposer from this RFP process. The code of conduct shall be signed and submitted to the City in accordance with instructions provided in Section 5.8.1. Please note: submittal of a signed and notarized Proposer Code of Conduct is required to be submitted according to the timeline shown on Table 1-2. 4.4 Proposal Submittal Process Proposer shall follow the proposal submittal process as outlined below. 4.4.1 Step One — R.S.V.P to Attend Pre -Proposal Meeting and Submit Proposer Code of Conduct Proposer must submit notification to the City of its intention to attend the mandatory pre - proposal meeting. The date and time of the meeting are provided in Section 1.4, RFP Schedule. Proposer must email notification to: SantaAnaRFP@sloanvazquez.com This notice of intent to attend the are -proposal meeting must be submitted by the date and time provided in Section 1.4, RFP Schedule. 4.4.2 Step Two—Mandatory Pre -Proposal Meeting The mandatory pre -proposal meeting will be held at LOCATION TBD, Santa Ana, CA. Attendance at this meeting is mandatory for all contractors intending to submit a proposal. The City will NOT accept proposals from companies that do not attend the pre -proposal meeting. DRAFT RFP for Franchised Collection Services 65B-33 11/28/17 Page 24 City of Santa Ana, California Section 4. RFP Policies, Conditions, and Process 4.4.3 Step Three — Submittal of Written Questions The City directs Proposers to submit all questions and requests for information in writing directly to City at the email address listed in Section 4.4.1. The deadline for submitting written questions and requests for information is provided in Section 1.4, RFP Schedule. Written responses to questions will be provided to all eligible Proposers. In the event of any inconsistencies between oral responses provided at the pre -proposal meeting and written responses subsequently issued, the written responses must be used for preparing proposals. 4.4.4 Step Four— Proposal Submittal Proposer shall submit eight (8) double -sided copies in three-ring binders of the complete proposal and one (1) single sided, signed original according to the deadline provided in Section 1.4, RFP Schedule. In addition, the Proposers are required to submit a flash drive containing: • An electronic copy of all completed cost proposal forms (i.e., those provided in Attachment 8 of the RFP) formatted for Microsoft Excel; • An electronic copy of the Model Franchise Agreement, noting all requested changes in redline/strikeout, in Microsoft Word format; and, • A complete PDF of the proposal (excluding financial statements, if confidential). These items shall be placed and submitted in a sealed package. Proposals must be printed on 8'/: inch by 11 -inch paper with post -consumer recycled -content paper. All pages shall be consecutively numbered; although, each section may start with a new page number if proceeded with the section number (e.g., Page 2-1 for the first page of Section 2). The package shall be clearly labeled: PROPOSAL FOR CITY OF SANTA ANA FRANCHISED COLLECTION SERVICES FROM: Name of Proposer: Address: Contact Person: Telephone Number: E-mail: The proposal may be mailed or hand delivered to: City of Santa Ana Public Works Agency 20 Civic Center Plaza, M-21 4th Floor, Ross Annex Santa Ana, CA 92701 Attn: Christy Kindig DRAFT RFP for Franchised Collection Services 11/28/17 Page 25 65B-34 City of Santa Ana, California Section 4. RFP Policies, Conditions, and Process Proposals received late will not be considered. Postmarks will not be accepted as proof of receipt. 1. Surety Each proposal must be accompanied by surety made payable to "City of Santa Ana" in the amount of $100,000 and in the form of a certified check, cashier's check, or bid bond. The surety shall be submitted with the proposal in a separate, clearly labeled envelope. The purpose of the surety is to guarantee that the successful contractor will execute a Franchise Agreement with the City. If the selected contractor does not execute the Franchise Agreement within 30 calendar days after receiving notice of the award of Franchise Agreement, the City shall keep the surety to offset the potential cost associated with identification of an alternate service provider and schedule delays and the City has the right to pursue additional and reasonable costs incurred in this event. Checks and bonds will be returned to all Proposers no later than ten calendar days after the City has executed the Franchise Agreement with the successful contractor. If no selection is made within one year of the submission of proposals, each Proposer may demand their proposal surety be returned; however, the City reserves the right to eliminate proposals from such companies from further consideration. 2. Administrative Fee Within seven days of execution of the new Agreement, the new Contractor shall remit a one- time payment to the City of Santa Ana. The amount shall include reimbursement to the City for the cost of the procurement consultant, plus the City's out-of-pocket costs incurred in awarding this franchise (e.g. City Attorney costs). 4.4.5 Step Five—Clarification of Proposal Information and Interviews Proposer may be asked to clarify information through written communications, interviews or during site visits of each Proposer's offices, customer service center, corporation yard and maintenance facilities, and disposal, transfer, and processing facilities. 4.4.6 Step Six— Proposer Interviews The City may conduct in-person interviews of one or more Proposers. 4.4.6 Step Six — Selection of Recommended Contractor and Negotiation of Final Franchise Agreement The City and/or its consultants will recommend a preferred contractor for consideration by the City Council. Once the City Council approves selection of a final contractor then final negotiation will take place for the Franchise Agreement. Except at the sole discretion of the City, all negotiations with the Proposer will be limited to the Proposer's recommended alternative Franchise Agreement language contained in their proposal. 4.4.7 Schedule The schedule of events presented in this Section 4.4 is summarized in Table 1-2 in Section 1. DRAFT RFP for Franchised Collection Services 11/28/17 Page 26 65B-35 City of Santa Ana, California Section 4. RFP Policies, Conditions, and Process 4.5 Limits on Disclosure of Proposals The City has determined that the public interest will be best served if proposals submitted in response to this RFP are not made available for review by other companies participating in the competitive selection process. For that reason, proposal details (and materials submitted during subsequent meetings and discussions with City staff) will not be made available generally any earlier than the date on which City staff issues to City Council a company recommended for final consideration/negotiation. At that point, the City may release the portion(s) of the proposal(s) that have not been identified as entitled to confidential treatment as containing trade secrets. Alternatively, public release may be deferred until the City Council has limited their consideration to one preferred company. Proposals shall not be available for release to other Proposers until after the award of a new contract. The following procedures will be followed for the disclosure of proposals: • Materials which a Proposer considers as trade secret information entitled to protection from disclosure under Government Code Section 6254(k) must be clearly marked on each page as "CONFIDENTIAL". • If the City receives a request to review and/or copy materials submitted by any Proposer, it will decline to release those materials marked "CONFIDENTIAL" pursuant to Government Code Section 6255. • If the person submitting the request files a legal action against the City seeking its release, the City will notify the affected Proposer(s) and will not oppose a motion by such Proposer(s) to intervene in the action. The Proposer(s) must either intervene or agree to pay the City s legal expenses in defending the action, including fees, if any, awarded to the plaintiff. Absent such an agreement, the City will have no obligation to defend the action and may release the information sought without any liability whatsoever. • No Proposer may, directly or through an intermediary, employ the Public Records Act to obtain access to non -confidential materials submitted to the City by other Proposers prior to the execution of the Agreement for this contract. • No Proposer will seek damages against the City or recovery of its attorneys' fees from the City because of any dispute related to the release or withholding of information submitted in response to this RFP. • Materials that have been marked as "CONFIDENTIAL" will be returned to all unsuccessful Proposers once the Agreement has been signed by City and the selected Proposer(s). DRAFT RFP for Franchised Collection Services 11/28/17 Page 27 65B-36 City of Santa Ana, California Section S. Submittal Requirements SECTION 5 - SUBMITTAL REQUIREMENTS Section 5 includes the required proposal outline and a description of the specific information Proposers must include. Proposer must provide the information specified in this section as part of its proposal. Failure to provide all the required information may be grounds for rejection of a proposal. Proposer does not need to reiterate the service requirements of the Franchise Agreement in their proposal. However, Proposer is requested to focus on describing how it plans to provide the services with regard to routing strategies, collection methods, and equipment selection. Furthermore, if a Proposer has presented information for one type of service that is the same for another type of service, Proposer can refer to its previous description rather than reiterating the discussion in its proposal. For example, if Residential solid waste and recyclables collection vehicles are the same, the vehicle description can be provided once for the solid waste service and then referenced for the recyclable materials collection service. 5.1 Proposal Outline Proposer shall present its proposal in accordance with the outline provided in Table 5.1. The RFP section that contains specific information that must be provided by Proposers for each section of its proposal is included in Table 5-1 on the following page. Additional information or data relevant to the proposal is optional and must be included by Proposer as proposal attachments. DRAFT RFP for Franchised Collection Services 65B 11/28/17 Page 28 City of Santa Ana, California Section S. Submittal Requirements Table 5-1 Proposal Outline Reference RFP Section i. Title Page N.A. ii. Cover Letter 5.2 iii. Table of Contents N.A. ES Executive Summary 5.3 1. Company Description 5.4 A. Business Structure 5.4.1 B. Collection Experience 5.4.2 C. Service Initiation Experience 5.4.3 D. Existing Management & Customer Service 5.4.4 Systems E. Key Personnel 5.4.5 F. Past Performance Record 5.4.6 G. Financial Information 5.4.7 2. Proposal for Requested Collection Services 3.0 and 5.5 A. Residential Services 3.2.1 and 5.5 B. MFD Services 3.2.2 and 5.5 C. Commercial Services 3.2.3 and 5.5 D. City Services 3.2.5 and 5.5 E. Processing, Diversion and Disposal Plan 3.2.6, 7, 8 and 9 F. Public Education and Outreach 3.4 G. Diversion Requirements 3.5 H. Requirements for Operations, Equipment and 3.6 Personnel I. Billing, Customer Service, Record Keeping and 3.7 Reporting J. Contractor Implementation Plan 3.8 K. Alternative Proposals 3.9 3. Exceptions to the RFP and Franchise Agreement 5.6 4. Cost Proposal 5.7 A. Base Cost Proposal 5.7.1 B. Alternative Cost Proposals 5.7.2 5. Other Proposal Forms 5.8 A. Proposer Code of Conduct 5.8.1 DRAFT RFP for Franchised Collection Services 11/28/17 Page 29 65B-38 City of Santa Ana, California 6. Construction and Demolition Proposal 7. Street Sweeping Cost Proposal (OPTIONAL) Power Washing Cost Proposal (OPTIONAL) 5.2 Cover Letter Section S. Submittal Requirements 5.9 5.10 5.11 The cover letter shall clearly identify the legal entity or entities submitting the proposal and state whether each is a sole proprietorship, partnership, corporation, LLC, or joint venture. The cover letter shall be signed by the designated representative authorized to bind Proposer. Proposer shall acknowledge receipt of any addenda issued as part of this RFP process. Proposer shall indicate whether or not the proposal includes C&D services, or if the proposal is exclusively for C&D services. 5.3 Executive Summary Proposer shall provide an executive summary to introduce its proposal and highlight any unique aspects of its approach to providing service to the City. 5.4 Company Description 5.4.1 Business Structure Proposer shall include the following in its proposal: 1. Confirm that Proposer is authorized to do business in California. 2. Identify the legal entity that would execute the Franchise Agreement. State whether each entity is a sole proprietorship, partnership, corporation, LLC, or joint venture. Describe in detail the relationship of the Proposer to the executing entity. If the Proposer is a joint venture, describe where the entities have collaborated before. 3. State the number of years the entities have been organized and doing business under this legal structure. Proposal must include all the names of company's (and executing entities' if different than company's) owners/stockholders with greater than a 10% holding of the company's total assets. 4. Identify other businesses with ownership by principals and/or management. 5. Proposer shall describe all services to be performed by subcontractors, and identify each subcontractor by name. Proposer shall describe any current or past working relationship with the subcontractor(s) in the past five years. 6. Proposer shall declare its intent to offer or not offer employment to eligible employees of the current contractor as described in Section 3.6.3 of this RFP. 5.4.2 Collection Experience Proposer shall describe its experience serving jurisdictions in California (preferably serving jurisdictions of similar or larger size and similar demographics to the City). Proposer's description for each comparable jurisdiction shall include: DRAFT RFP for Franchised Collection Services 11/28/17 Page 30 65B-39 City of Santa Ana, California Section S. Submittal Requirements 1. The name of the jurisdiction where the services were provided, commencement date of services and term of the Agreement; 2. The services provided (e.g., solid waste collection, recyclable materials, organic materials collection, and other unique collection programs such as a -waste or household hazardous waste); 3. The name, address, and telephone number of the jurisdiction representative responsible for administering the Agreement; and, 4. The number of Residential (i.e., specify Residential Curbside and MFD), Commercial (i.e., specify cart, bin, roll -off and other) and City (or other) customers served; tons collected, diverted, and disposed annually; and, the type and number of vehicles dispatched per day for each of the services provided. 5.4.3 Service Initiation Experience The City is interested in learning about each Proposer's experience with service initiations of new franchise agreements in which the Proposer replaced the existing contractor. Include a minimum of three reference projects for which the Proposer has initiated a new collection contract and/or new collection services for jurisdictions in California (preferably serving jurisdictions of similar or larger size and similar demographics to the City). For each reference program, the description shall include: 1. The name of the jurisdiction where the services were provided, commencement date and term of the Agreement; 2. The service initiation performed (i.e., initiation of a new franchise agreement) and length of time to complete; 3. The name, address, and telephone number of the jurisdiction representative responsible for administering the Agreement; 4. The number of Residential and Commercial customers served; tons collected, diverted and disposed annually; and the type and number of vehicles dispatched per day for solid waste, recyclable materials, and organic material collection services; 5. Description of how the company handled the specific requirements for the procurement of vehicles and personnel; training of personnel; billing and fee collection services; determination of routes and operating procedures; delivery of containers, public education; and the preparation of procedures to ensure a smooth transition from one company to another and one type of service to another, use of recycled content carts; and, 6. Identification of problems that occurred during the initiation of the new contract and solutions implemented to solve the problem(s). 5.4.4 Existing Management and Customer Service Systems Proposer shall describe the management systems and customer service systems its company uses to manage inquiries and complaints received from Residential and Commercial customers. If the proposer uses different systems for different communities, then the proposer shall provide a separate description of no more than three systems. The description of the management systems and customer service systems shall include, at a minimum: DRAFT RFP for Franchised Collection Services 11/28/17 Page 31 65B-40 City of Santa Ana, California Section S. Submittal Requirements 1. The name, type of equipment, and software used to maintain routing and customer service information. 2. Management procedures for managing inquiries and complaints and procedures used to minimize complaints (e.g., missed pick-ups, noise, spills, etc.). 3. Description of system capability and/or procedures to ensure timely accessibility of information by jurisdictions served. 4. Description as to whether individual call centers are established for each of the Proposer's service areas or if customer calls are handled by a centralized call center, and shall identify the location of the proposed call center. 5. Indication as to whether the system is used company -wide or for select jurisdictions (listing which jurisdictions). 6. Description of how the customer service information interfaces with route data and billing data, and 7. Description of procedures used to satisfactorily respond to, record, and report common customer complaints such as: missed pick-ups; spills and litter resulting from collection; collection schedule changes; broken or missing containers; improperly prepared set -outs; noise complaints; traffic and sidewalk obstruction during collection; and, safety around collection vehicles during operations. 8. Description of how the company measures customer service about the call center's responsiveness and accuracy of responses, as well as the quality of collection service. Identify specific performance metrics or targets your company tracks. Provide actual reports for at least three jurisdictions that document the actual performance level against your targets including, at a minimum, average hold times of the customer service call center and missed pick-ups. 9. Identify the website that its customers use to obtain customer rates and service information, and to submit inquiries or complaints. Provide website address. 10. Provide sample customer billings. 11. Description of its procedures for dealing with customer billing demands, during the transition and throughout the term of the Collection Agreement. 5.4.5 Key Personnel Provide an organizational chart for key personnel and job descriptions indicating the qualifications and experience of key personnel the Proposer would assign to: (1) the transition team; and, (2) the ongoing management of the services provided under the Franchise Agreement. Specify the amount of time each individual will provide the services specified in the Franchise Agreement. Provide names, and phone numbers of municipal references that have worked with the key proposed management team members. At a minimum, key personnel shall include the general manager, controller, operations manager, route manager(s), customer service manager, maintenance manager, and recycling coordinator or other personnel with similar titles. DRAFT RFP for Franchised Collection Services 11/28/17 Page 32 65B-41 City of Santa Ana, California 5.4.6 Past Performance Record 1. Criminal Proceedings Section S. Submittal Requirements Describe any criminal proceedings in which the Proposer, any affiliate of the Proposer, and/or any director or officer of the Proposer or affiliate (with respect to their actions in such capacity), and any individual identified as Key Personnel in the Proposal has been named as a defendant that are either currently pending or were concluded within the past five years. For each proceeding, provide the name of the case, the court in which it was filed, the docket number, and the disposition. 2. Civil Litigation Describe any lawsuit in which the Proposer or any affiliate of the Proposer has been named as a defendant or cross-defendant, either currently pending or were concluded within the past five years. For each lawsuit, provide the name of the case, the court in which it was filed, the docket number, and the disposition. Lawsuits which involved only claims for personal injury or property damage arising from vehicle accidents which resulted in defense verdicts or in judgments against defendant, or settlements, of less than $10,000, need not be disclosed. 3. Administrative Proceedings Describe any administrative proceedings involving the Proposer or any affiliate initiated by federal, state or local regulatory agencies (including, by way of example, the United States Environmental Protection Agency, the Orange County Healthcare Agency, the South Coast Air Quality Management District, the Department of Resources Recycling and Recovery, the California Department of Toxic Substances Control, the California Highway Patrol, the California Department of Motor Vehicles, the California Department of Industrial Relations, the State Water Resources Control Board or any regional water quality control board) that are either currently pending or were concluded within the past five years. For each, provide the name of the agency, the office or District in which the proceeding occurred, the nature of the proceeding, the disposition, and the amount of any fines or penalties assessed. 4. Payment of Liquidated Damages List each jurisdiction in California (e.g., City, county, special district, or JPA) which has assessed liquidated damages against the Proposer or any affiliate of the Proposer within the past five years in an amount greater than $25,000. For each jurisdiction, list the amount of liquidated damages paid and the event initiating contractual liability for liquidated damages. 5. Worker Safety For the Proposer, and any affiliate of the Proposer, provide information detailing its worker safety record for the past five years. The information shall include employee safety metrics commonly used in the industry including but not limited to the number of hours lost for individual injuries per employee and workers' compensation insurance ratios. 6. Customer Service DRAFT RFP for Franchised Collection Services 11/28/17 Page 33 65B-42 City of Santa Ana, California Section S. Submittal Requirements For the Proposer, and any affiliate of the Proposer, provide information detailing deficiencies in compliance with contractually stipulated customer service requirements for the past five years. The information shall include a description of the areas of customer service that were not complied with, the duration and scope of the non-compliance, and how the Contractor addressed and/or resolved the problems. Proposers may limit information requested in Items 2, 3, 5 and 6 to civil lawsuits, administrative proceedings, worker safety records, and customer service deficiencies to those arising out of the Proposer's (and its affiliates') operations and facilities in California. Note: The term "affiliate" as used in this RFP is defined in Article 1 of the Franchise Agreement. 5.4.7 Financial Information 1. Financial Statements Submit audited financial statements for the most -recently completed fiscal year for the legal entities that would execute the Franchise Agreement. If Proposer is a new entity, the proposal must include statements from the majority owners' existing business entities. All such statements are to be prepared in accordance with Generally Accepted Accounting Principles applied on a consistent basis and shall be audited in accordance with Generally Accepted Auditing Standards and shall include a statement by the chief financial officer of the entity described in the Franchise Agreement that there has been no material adverse change in such condition or operations as reflected in the submitted balance sheet and income statements since the date on which they were prepared. 2. Financing Plan Describe the plan for financing all capital requirements (i.e., those listed in Attachment 8, Cost Proposal Forms) in a "Sources and Uses of Funds" format, which describes the sources of required capital (e.g., banks, leasing companies, cash reserves, etc.) and uses (e.g., property, trucks, equipment, containers, reserves, etc.). 5.5 General Collection Related Submittal Requirements Proposer shall describe how it plans to perform the collection services requested in Section 3 of this RFP and described in the Franchise Agreement. Information must separately address all four service sectors: Residential Curbside, MFD, Commercial, and City facilities. Proposer must explain any differences in the method of delivering the services, equipment used, and containers to be provided. The description shall also note differences in terms of routing strategies, collection methods, vehicles, collection crew size, etc. In addition, Proposer must describe in detail why its technical approach to the services was chosen and its benefits to the City. Proposer shall include, at a minimum, the following: 1. Routing strategy and productivity assumptions for Residential Curbside, MFD, Commercial and City facilities; discussion of special routing (if any) for collecting in narrow streets, courts, and alleys; and route productivity assumptions (in terms of Residential Curbside accounts per route per day and MFD/Commercial lifts per route per day) and where these productivity assumptions have been accomplished in other cities serviced by the Proposer; DRAFT RFP for Franchised Collection Services 11/28/17 Page 34 65B-43 City of Santa Ana, California Section S. Submittal Requirements 2. Collection methodology (e.g., automated, semi -automated, one- or two -person crews, etc.), including discussion of special methods (if any) for collecting in any hard -to -service areas. Description shall include detailed safety program. 3. Number of and description of the collection vehicles to be utilized (e.g. vehicle description, manufacturer and model number, cost, capacity, age, lease or ownership arrangements, etc.). New vehicles are required for Residential and MFD/Commercial/City collection services. 11bh requirement is Primarily to ensure that comparable cost proposals are submitted. The Citv reserves the right to allow the contractor to Provide used collection vehicles) New or used vehicles may be used for support vehicles. Manufacturer's specifications of containers to be utilized. New carts shall be provided for Residential Curbside and Commercial Cart Customer and new or used containers (i.e., bins and roll -off boxes) may be provided for MFD/Commercial/City customers. It is anticipated that the current franchised hauler will negotiate with the selected Proposer(s) to transfer ownership of all MFD and Commercial bins and/or roll -off boxes if the current hauler is not selected. However. Proposers must base pr000sals on the assumption that new carts, bins and roll -off boxes will be purchased (This requirement is primarily to ensure that comparable cost proposals are submitted. The City reserves the right to allow the contractor to provide used containers/bins.) Container requirements are described in Article 7.10 of the Franchise Agreement. Proposer shall supply complete technical data and manufacturing specifications on the specific cart, bins and roll -off boxes being used. Proposer must also provide a detailed user's list of other jurisdictions using the same make and model of cart. The City or its designee may use this information as a reference list regarding the quality of products and service records of the manufacturer. 4. For Residential Curbside, Proposer must present assumptions regarding the percentage of customers that will place materials curbside and factor in the anticipated number of customers eligible for Low Income Senior Citizen rates as described in Article 8.3 of the Franchise Agreement. Describe the basis for deriving these assumptions. 5. Details on the proposed Transfer Facility, Disposal Facility, Recyclables Materials Processing Facility and/or Organics Processing Facility. For each facility please provide the following: documentation that all existing permits and approvals are in place; documentation that the facility has sufficient capacity to process the materials from the City service area; description of how the materials will be delivered to the facility, either direct hauled or transferred with details on any transfer operations; rate per ton for each facility; and, one-way mileage from the service area (assume City Hall at 20 Civic Center Plaza, Santa Ana) to the proposed facility. 6. A thorough Residential and Commercial Diversion Plan, including a detailed plan to increase recycling participation, reduce contamination of recyclables, recycling and contamination enforcement activities, and the anticipated impact of each of the previous activities on the City's diversion rates. The Diversion Plan will include a description of the resources (including employee time) that will be dedicated to achieving the best possible diversion outcomes for the City. DRAFT RFP for Franchised Collection Services 11/28/17 Page 35 65B-44 City of Santa Ana, California Section S. Submittal Requirements 5.6 Exceptions to RFP and Franchise Agreement The City expects that the successful Proposer(s) will execute a single Franchise Agreement with the City in substantially the same form as the draft Franchise Agreement (as it may be changed via Addendum during the RFP process). Proposers are required to review carefully the Franchise Agreement before submitting proposals and are encouraged to have it reviewed by legal counsel. Proposers are also encouraged to submit written questions, or raise questions at the Pre -Proposal Meeting, about any provision in the Franchise Agreement not fully understood, which would appear to be inconsistent with other provisions or otherwise incorrect, or which may deter them from submitting a Proposal or significantly increase the cost of their Proposal. If a Proposer is not willing to execute Franchise Agreements with the City because of specific provisions in the Franchise Agreement, it must identify each provision to which it takes exception ("objectionable provision") in its Proposal. Each objectionable provision must be presented separately by stating the specific objectionable provision, the suggested changes, if any, to the objectionable provision, the program or services related to the objectionable provision, and the reason for the needed change to the objectionable provision. If Proposers submit suggested changes to the Franchise Agreement language related to objectionable provisions, they must identify the specific dollar change in each of the affected cost items, as proposed by the Proposer in response to this RFP, which would take place if the suggested change was accepted by the City. Proposers should note that if suggested changes are proposed or objectionable provisions identified, all required information as set forth above must be submitted. Suggested changes or objections to provisions, without providing the required information will not be considered. Proposers should also note that the submittal of suggested changes to the Franchise Agreement or objections to provisions does not obligate the City to revise the terms of the Franchise Agreement as published in this RFP, including such revisions as may be issued by the City during the RFP process. The number, nature and materiality of objectionable provisions and suggested changes to the Franchise Agreement will be considered in evaluating proposals. 5.7 Cost Proposal Proposer shall follow the instructions provided below for preparation of the cost proposal. All elements described are required submittals except for the alternative cost proposals. Proposers are to prepare base cost proposals as requested in Section 5.7.1 solely on the program specifications set forth in the RFP documents without considering any exceptions or alternatives. The proposal assumptions, operating statistics, and cost proposal information submitted by Proposer will be evaluated to determine the reasonableness of the contractor's compensation requirement and will serve as a baseline for establishing Rate Year One contractor's compensation and future adjustments to contractor's compensation. The cost proposal shall be firm and valid until lune 30, 2020. Within 30 days of request by the City, the selected contractor shall revise the cost proposal forms and submit adjusted proposed costs that shall reflect any alternative programs which will be included in the scope. These "adjusted proposed costs" will be included in the executed Franchise Agreement. The City DRAFT RFP for Franchised Collection Services 11/28/17 Page 36 65B-45 City of Santa Ana, California Section S. submittal Requirements may request additional detailed cost and operating assumptions to fully understand the adjusted cost proposal and verify its reasonableness. 5.7.1 Base Cost Proposal Proposer shall be required to submit a complete set of cost forms for the Base Cost Proposal. When Proposers complete the Base Cost Proposal for the core programs (Forms provided as Attachment 8), proposals shall be made based on the following assumptions: 1. All collection services described in the Franchise Agreement shall be included in the scope; 2. The provision of the collection services shall be governed by the terms and conditions of the Franchise Agreement; 3. New services shall commence July 1, 2020; 4. For the purposes of preparing the cost proposal, please specify the processing fee to be charged for recyclables materials and organic materials. Please breakout the processing fee to reflect transportation costs/ton and the actual tipping fee or rebate charged at the processing facility 5. For the purposes of preparing the cost proposal, the number of accounts, container lifts, and roll -off box pulls to be serviced by contractor shall be as specified on the designated Cost Proposal Form. The account data provided on the cost forms is actual 2016 and/or 2017 data. 6. For the purposes of preparing the cost proposal, the tonnage collected by the contractor shall be that specified on the designated Cost Proposal Form. 7. For the purposes of preparing the cost proposal, the fees to be paid to the City shall include the following (to be updated pending finalization): • X% Franchise Fee 8. Proposers shall propose annualized costs associated with implementation of the new collection services. The Proposer shall estimate one-time implementation costs, annualize the costs over 10 years, and present the annualized costs. The annualized implementation costs shall assume full implementation of new services on July 1, 2020. These implementation costs shall be allocated on the designated Cost Proposal Forms. 5.7.2 Alternative Cost Proposals Proposer may present, at its option, alternative cost proposals. If the Proposer prepares an alternative cost proposal they are still required to submit a Base Cost Proposal. These alternative proposals are proposals that are different than the base cost proposals. The alternative cost proposals shall be based on the technical description provided by the Proposer pursuant to Section 3.8 of this document. If a Proposer chooses to present an alternative proposal for a collection strategy other than that discussed in the RFP or Franchise Agreement, Proposer is required to submit an additional, complete set of the Cost Proposal Forms provided as Attachment 8, documenting an alternative cost proposal. Forms shall clearly indicate "Alternative Proposal for " on each page of the additional cost proposal. DRAFT RFP for Franchised Collection Services 11/28/17 Page 37 r \e M l;M �. City of Santa Ana, California 5.8 Other Proposal Forms 5.8.1 Proposer Code of Conduct Section S. Submittal Requirements Each Proposer shall complete and submit the Proposer Code of Conduct (Attachment 2) and Non -Collusion Affidavit (Attachment 3). The Proposer Code of Conduct and Non -Collusion Affidavit shall be signed by the designated representative authorized to bind the proposing company and shall be submitted according to the timeline provided on Table 1-2. Proposers may email a PDF version of the signed document to the email address provided in Section 4.4.1 to meet the deadline and concurrently mail the original, signed Code of Conduct to the address provided in Section 4.4.4. 5.9 Construction and Demolition Proposal The City is offering Proposers the Opportunity to submit a proposal that includes Construction and Demolition Collection Services, a proposal that excludes Construction and Demolition Collection Services, or a proposal offering Construction and Demolition Collection Services only. Proposers offering Construction and Demolition Services shall provide a description of their program in this section. Proposers offering Construction and Demolition Collection Services ONLY are permitted to submit a proposal excluding the following sections: 2A, 2B, 2C and 2D. 5.10 Optional Street Sweeping Proposal The City is offering Proposers the opportunity to submit a proposal to provide the City's street sweeping services. This proposal is optional and will be considered separately from the Proposal for Collection Services. Attachment 9 provides the all requirements and historical data, as well as a proposal form for this service. 5.11 Optional Power Washing Proposal The City is offering Proposers the opportunity to submit a proposal to provide the City's power washing services. This proposal is optional and will be considered separately from the Proposal for Collection Services. Attachment 10 provides the all requirements and historical data, as well as a proposal form for this service. 5.12 Additional Information Additional information or data relevant to the proposal is optional and may be included by a Proposer as an attachment to the proposal. DRAFT RFP for Franchised Collection Services 11/28/17 Page 38 65B-47 City of Santa Ana, California Section 6. Proposal Evaluation Process SECTION 6 - PROPOSAL EVALUATION PROCESS This section describes the proposed process for evaluating proposals and selecting the collection contractor. Section 6.1 describes the evaluation process for the contract award recommendation to the City Council. Section 6.2 presents the evaluation criteria. Note that the City reserves the right to modify this process in any way and at any time during the RFP and contractor selection process. 6.1 Proposal Evaluation Process 6.1.1 Evaluation and Selection Process A detailed evaluation of the proposals will be conducted and interviews will be conducted. A comparative description of the proposals and evaluation results will be prepared. The evaluation and recommendation will be presented to City Council. The City Council will review the recommendation and approve that recommendation or form an alternative recommendation. 6.1.2 Evaluation Tasks The following tasks will be completed as part of the evaluation process. • Review of all proposals received for compliance • Analysis of financial capabilities of companies • Reference checks • Evaluation of reasonableness and competitiveness of cost proposals • Request for clarification information from the Proposer • Rating of proposals using a quantitative method based on the criteria presented in Section 6.2 • Ranking of proposals using the established evaluation criteria • Preparation of a report including the comparative summary of proposals, the evaluation results and rankings During the process, Proposer will be required to attend any interviews, allow site visits, and give presentations to the City if requested and as applicable. 6.2 Evaluation Criteria Proposals will be numerically scored and ranked using the criteria and weighting described in this section. The scores assigned will reflect the extent to which criteria is fulfilled relative to other proposals. The evaluation criteria and maximum score that can be achieved for each criterion is presented in Table 6-1. DRAFT RFP for Franchised Collection Services 11/28/17 Page 39 65B-48 City of Santa Ana, California Section 6. Proposal Evaluation Process Table 6-1 Evaluation Criteria and Weighting Evaluation Criteria Weighting Responsiveness to RFP Pass/Fail Company Qualifications and Experience 20% Proposal for Collection and Diversion Services 25% Customer Service, Outreach and Education, and Operational and Material Management Infrastructure 25% Cost Proposal 30% California Assembly Bill 1669 Hiring Preference Intent Requirement Compliance +10% Number and Materiality of Suggested Changes to Franchise Agreement Noted The City reserves the right to act in the best interest of its residents and businesses, including the right to reject a proposal that is given the highest quantitative scoring in the evaluation process if the proposal is not in the best interest of residents and businesses. The potential factors that may be considered when developing the score for each criterion are presented below. 6.2.1 Responsiveness (Pass/Fail) Proposer must be fully compliant with the RFP and procurement procedures as demonstrated by submittal of all elements required by Sections 3 and 5 of this RFP; full completion of all cost proposal forms required in Section 5.6; compliance with process guidelines presented in Section 4; and adherence to the code of conduct signed by the Proposer. 6.2.2 Company Qualifications and Experience 1. Collection Experience Demonstrated experience of company providing the requested or similar services to other jurisdictions. If the Proposer is a joint venture, demonstrated experience of parties working together. 2. Service Initiation Experience Demonstrated experience of company's ability to implement new collection services and new franchise agreements and obligations that are like the City services in comparable sized communities. 3. Management and Customer Service Systems Demonstrated capabilities of the company's existing management and customer service systems' abilities to track and monitor contract compliance, quality of collection service, DRAFT RFP for Franchised Collection Services 65B11/28127 Page 40 City of Santa Ana, California Section 6. Proposal Evaluation Process and call center responsiveness and to report data required (see Article 8 of the Franchise Agreement). In the event the company proposes use of a new or modified system, the extent to which such system has the potential to meet the City's needs and contract requirements will be evaluated. 4. Key Personnel Qualifications Extent and relevance of the qualifications and experience of key personnel proposed for the transition team and on-going management of the City's collection operations. 5. Past Performance Record Review of company's history with litigation and regulatory action (e.g., nature of past and pending civil, legal, regulatory, and criminal actions; history and nature of payments of liquidated damages); regulatory compliance related to equipment and facilities including compliance with land use permits, storm water discharge permits, state highway requirements, etc.). 6. Financial Stability Financial strength and ability of company to acquire equipment and provide financial assurance of performance based on review of its audited financial statements and its proposed financing plan and the relationship of the City s Franchise Agreement to the company's total annual revenues. 7. Jurisdiction Satisfaction Satisfaction of company's references with the services received in the past 10 years (including, but not limited to, implementation, customer service, call center, billing, payment of fees, reporting, and the handling of contractual issues). 6.2.3 Proposal for Collection and Diversion Services 1. Collection Approach Reasonableness and reliability of the proposed collection methods (e.g., technology, equipment, and containers); reasonableness of productivity and operating assumptions (i.e., number of routes, route drivers, route hours, stops per route, and other operating statistics), if applicable; and reasonableness of assumptions. 2. Collection Facilities Plan for providing the facilities needed for equipment storage and parking, maintenance, and administration. Level of assurance provided, if any, about site acquisition and timely development of necessary facilities if not proposing an existing, operational and permitted facility. 3. Diversion Programs The nature, reliability, and innovation of proposed diversion programs and potential of such programs to divert solid waste from landfill disposal and meet the diversion requirements of Article 6.7 of the Franchise Agreement. DRAFT RFP for Franchised Collection Services 11/28/17 Page 41 65B-50 City of Santa Ana, California Section 6. Proposal Evaluation Process 6.2.4 Customer Service, Outreach and Education, and Operational and Material Management Infrastructure 1. Customer Service Customer service approach, staffing levels, and City -specific training programs. 2. Billing System. Billing approach, and procedures for handling customer billing activities. 3. Outreach and Education Plan Outreach and Education approach and reasonableness of planned program to achieve contract requirements; and, the quality of public education samples relative to other Proposers. 4. Implementation Plan Reasonableness of implementation schedule and ability to meet deadlines (e.g., reasonableness of equipment procurement schedules, implementation staffing levels, public education program, container/cart distribution, new corporation or maintenance yard development, contingency plans, etc.). 5. Operational and Material Management Infrastructure Reasonableness and reliability of the proposed facilities for transfer, disposal and/or processing of solid waste, recyclable materials and organic materials, including documentation of existing facility permitting/approvals and/or guarantee of sufficient capacity for tonnage from the City service area, and the reasonableness of proposed material transport plans. 6.2.5 Cost Proposal 1. Reasonableness of Cost Proposals Logical relationship between proposed costs and operational assumptions for the base cost proposal. 2. Competitiveness of Cost Proposals. Cost competitiveness relative to other proposals. 6.2.6 Number and Materiality of Suggested Changes to Franchise Agreement The number, nature and materiality of suggested changes to the Franchise Agreement will be considered in evaluating proposals. 6.2.7 California Assembly Bill 1669 Hiring Preference Intent Requirement Compliance The statement of intent to hire displaced workers according to the requirements of AB 1669 (Attachment 11). DRAFT RFP for Franchised Collection Services 65B191 17 Page 42 City of Santa Ana, California Section 6. Proposal Evaluation Process 6.2.8 Alternative Technical Proposals The City is not obligated to evaluate or select alternative proposals. Alternative proposals will be considered by the City if the City concludes, in its sole discretion, that the alternative proposals warrant evaluation and analysis. Such evaluation will consider the reasonableness and reliability of proposed collection methods, technology, equipment, and containers; and the reasonableness of productivity and operating assumptions (i.e., number of routes, route drivers, route hours, stops per route, and other operating statistics). At the City's option, the reasonableness and competitiveness of one or more alternative proposal(s) may be evaluated. DRAFT RFP for Franchised Collection Services 11/28/17 Page 43 65B-52 City of Santa Ana, California Section 6. Proposal Evaluation Process Attachment 1: Franchise Agreement for Collection Services DRAFT RFP for Franchised Collection Services 65B-958 Attachment City of Santa Ana, California Section 6. Proposal Evaluation Process Attachment 2: Proposer Code of Conduct The City of Santa Ana is planning to request and receive proposals for Solid Waste Management and Recycling Services within the jurisdiction of the City. The members of the City Council are obligated to comply with the Political Reform Act of 1974 ("PRA") and the Brown Act (Government Code §56950 et seq.). The City has a desire to maintain a process free from any undue influence and the appearance of impropriety. The City prepared this "Proposer Code of Conduct". A potential proposer is defined as any individual or entity involved in making a proposal to the City under the Collector Selection Process ("Potential Proposer"). Each Potential Proposer is individually responsible for ensuring compliance with the following Code of Conduct. The Potential Proposer's responsibility to comply with this Code of Conduct shall extend to the Potential Proposer's employees, agents, consultants, lobbyists, or other parties or individuals engaged for the purposes of developing or supporting the Potential Proposer's proposal. The Proposer Code of Conduct is presented below: 1. Ex Parte Communications Prohibited From January 30, 2018, until the execution of the Agreement with the selected Proposer, potential Proposers are prohibited from having any verbal or written communications (ex parte contacts) with any City Council Members related to any matter related to the RFP process or Collector Selection process, except in the course of a legally noticed meeting of the City Council, or any subcommittee of the Council, or in conjunction with an ex parte contact arranged by and involving the City staff and/or consultants. If any such unauthorized ex parte contact occurs, the Council member shall disclose its occurrence at the next meeting of the City Council that next follows the said ex parte contact. 2. Gift and Compensation Prohibited From January 30, 2018, until the execution of the Agreement with the selected Proposer, potential Proposers are prohibited from giving any gift of any monetary value, or compensation of any kind (as defined under the California Political Reform Act) to a City Council Member or any City staff member or consultant. Please be aware that any Council Member who accepts such a gift or compensation may be subject to censure by the City Council. Any City staff member who violates this policy may be subject to discipline including termination of services, and any consultant who violates this policy may be subject to termination of services. Any Potential Proposer who violates this policy as to gifts or compensation may be subject to disqualification by the City Council from the Collector Selection Process. 3. Collusive Activities Prohibited From January 30, 2018, until the execution of the Agreement with the selected Proposer, collusive activities among Potential Proposers are expressly forbidden and will likely result in immediate disqualification from the Collector Selection Process. If two or more Potential Proposers are developing a joint proposal, the Potential Proposers must notify Sloan Vazquez McAfee using the email provided in Section 4.4.1 no later than thirty (30) days prior to the deadline for submission of proposals. This notification will be kept confidential until after submission of all technical and cost proposals. The following affidavit is submitted by proposer as a part of this proposal: DRAFT RFP for Franchised Collection Services 1/8/18 Attachment 65B-54 City of Santa Ana, California Section 6. Proposal Evaluation Process The undersigned deponent, of lawful age, being duly sworn, upon his oath deposes and says: that he has lawful authority to execute the within and foregoing proposal; that he has executed the same by subscribing his name hereto under oath for and on behalf of said proposer; that proposer has not directly or indirectly entered into any agreement, express or implied, with any proposer or proposers, having for its object the controlling of the price or amount of such proposal or proposals, the limiting of the proposals or proposers, the parceling or framing out to any proposer or proposers or other persons of any part of the agreement or any part of the subject matter of the proposal or proposals or of the profits thereof, and that he has not and will not divulge the sealed proposal to any person whomsoever, except those having a partnership or other financial interest with him in said proposal or proposals, until after the said sealed proposal or proposals are opened. Deponent further states that the proposer has not been a party to any collusion among proposers in restraint of freedom of competition; by agreement to make a proposal at a fixed price or to refrain from submitting a proposal; or with any state official or employee as to quantity, quality, or price in the prospective agreement; or in any discussions between proposers and any City of Santa Ana official concerning exchange of money or other things of value for special consideration in the letting of an agreement; that the proposer/Company has not paid, given or donated or agreed to pay, give or donate to any official, officer or employee of the City of Santa Ana directly or indirectly, in the procuring of the award of agreement pursuant to this proposal. 4. Submission of Code of Conduct The signed, notarized Code of Conduct must be submitted as described in Section 4.3.1. Proposer Code of Conduct. I declare under penalty of perjury of the laws of the State of California that the foregoing is true and correct and that this Code of Conduct was executed on this day of 2018 at SIGNED BY: TITLE: Subscribed and sworn to before me on this day of 2018 at Notary Public My Commission expires: Attachment 3: Non -Collusion Affidavit DRAFT RFP for Franchised Collection Services 1/8/18 Attachment 65B-55 City of Santa Ana, California Section 6. Proposal Evaluation Process The following affidavit is submitted by proposer as a part of this proposal: The undersigned deponent, of lawful age, being duly sworn, upon his oath deposes and says: that he has lawful authority to execute the within and foregoing proposal; that he has executed the same by subscribing his name hereto under oath for and on behalf of said proposer, that proposer has not directly or indirectly entered into any agreement, express or implied, with any proposer or proposers, having for its object the controlling of the price or amount of such proposal or proposals, the limiting of the proposals or proposers, the parceling or framing out to any proposer or proposers or other persons of any part of the agreement or any part of the subject matter of the proposal or proposals or of the profits thereof, and that he has not and will not divulge the sealed proposal to any person whomsoever, except those having a partnership or other financial interest with him in said proposal or proposals, until after the said sealed proposal or proposals are opened. Deponent further states that the proposer has not been a party to any collusion among proposers in restraint of freedom of competition; by agreement to make a proposal at a fixed price or to refrain from submitting a proposal; or with any state official or employee as to quantity, quality, or price in the prospective agreement; or in any discussions between proposers and any City of Santa Ana official concerning exchange of money or other things of value for special consideration in the letting of an agreement; that the proposer/Company has not paid, given or donated or agreed to pay, give or donate to any official, officer or employee of the City of Santa Ana directly or indirectly, in the procuring of the award of agreement pursuant to this proposal. I declare under penalty of perjury of the laws of the State of California that the foregoing is true and correct and that this Code of Conduct was executed on this day of . 2018 at SIGNED BY: TITLE: Subscribed and sworn to before me on this day of 2018 at Notary Public My Commission expires: DRAFT RFP for Franchised Collection Services 1/8/18 Attachment 65B-56 City of Santa Ana, California Section 6. Proposal Evaluation Process Attachment 4: List of City Facilities and Public Receptacle Locations DRAFT RFP for Franchised Collection Services 1/8/18 Attachment 65B-57 City of Santa Ana, California Section 6. Proposal Evaluation Process Attachment 5: Current Demographic and Service Summary DRAFT RFP for Franchised Collection Services 1/8/18 Attachment 65B-58 City of Santa Ana, California Section 6. Proposal Evaluation Process Attachment 6: Operating Statistics and Collection Route Data DRAFT RFP for Franchised Collection Services 1/8/18 65B-59 Attachment City of Santa Ana, California Attachment 7: Current Rates DRAFT RFP for Franchised Collection Services 1/8/18 65B-60 Section 6. Proposal Evaluation Process Attachment City of Santa Ana, California Section 6. Proposal Evaluation Process Attachment 8: Cost Proposal Forms DRAFT RFP for Franchised Collection Services 65B-9? Attachment City of Santa Ana, California Section 6. Proposal Evaluation Process Attachment 9: Street Sweeping Statistics and Optional Cost Proposal Form DRAFT RFP for Franchised Collection Services 1/8/18 65B-62 Attachment City of Santa Ana, California Section 6. Proposal Evaluation Process Attachment 10: Optional Power Washing Proposal Data and Form DRAFT RFP for Franchised Collection Services 65B-63 '18118 Attachment City of Santa Ana, California Section 6. Proposal Evaluation Process Attachment 11: AB 1669 Sections 1070-1075 DRAFT RFP for Franchised Collection Services 1/8/18 65B-64 Attachment City of Santa Ana, California Section 6. Proposal Evaluation Process Attachment 12: Acceptable Household Hazardous Waste DRAFT RFP for Franchised Collection Services65 B _ 118118 Attachment Rev. 11130117 SOLID WASTE SERVICES IMPLEMENTATION TIMELINE [M iles,tbries" D. - Presentation to City Council, Extension, draft RFP and Revised Timeline December 5, 2017 Staff Report Due (for 1/16 meeting) January 2, 2018 City Council Approves RFP January 16, 2018 City Releases RFP January 30, 2018 R.S.V.P. Deadline for Pre -Proposal Meeting by 4 p.m. February 15, 2018 Proposers to Submit Signed Proposer Code of Conduct February 22, 2018 Mandatory Pre -Proposal Meeting February 22, 2018 Deadline for Proposers to Submit Written Questions Regarding RFP. March 20, 2018 City will issue Response to Written Questions, Summary of responses provided at the Pre -Proposal Meeting, and RFP Addendum if necessary. April 9, 2018 Proposals Due by 4 p.m. May 29, 2018 Review Proposals for Completeness Due to Form June 5, 2018 City requests Clarification of Proposal Information July 3, 2018 Deadline to Respond to Clarification Questions July 17, 2018 Proposer Interviews August 7, 2018 Proposal Evaluations and Consultant Report Complete August 28, 2018 Staff Report Due (for 10/2 meeting) September 17, 2018 Staff Report Due (for 10/16 meeting) October 1, 2018 Presentation to City Council — Proposal Evaluation Results & Recommendations October 2, 2018 City Council Selects Solid Waste Services Provider October 16, 2018 Negotiations with Selected Solid Waste Provider begins October 17, 2018 Finalize Negotiations with Selected Solid Waste Provider (Including truck, bin, and cart specifications) November 13, 2018 Staff Report Due (for 12/3 meeting) November 19, 2018 Negotiations Progress Update to Council and Approval to begin Prop 218 process December 3, 2018 Staff Report Due (for 12/18 meeting) December 3, 2018 Presentation to New City Council — process and status update December 18, 2018 Prepare Prop 218 Notice, legal review, and mailing data base verification January 16, 2019 Prop 218 Process: 45 -Day Notice, Community Meetings February 20 thru April 16, 2019 Staff Report Due (for 4/16 meeting) April 1, 2019 Public Hearing and Recording of Protest Vote April 16, 2019 Exhibit 2 65B-67 Rev. 11130117 Milestones continued* Date Staff Report Due ( for 5/21 meeting) May 6, 2019 Council Awards Contracts May 21, 2019 Execution of Contract, Bonding and Insurance Verification June 4, 2019 New Contract Preparation/Readiness: Truck, bin and cart purchase, development of public education pieces with staff review/approval, review routing and minimize service day changes where possible, personnel hiring. June 19, 2019 thru February 19, 2020 Staff Report Due (for 10/15 meeting) September 30, 2019 Progress Report to City Council October 15, 2019 Staff Report Due (for 3/3 meeting) February 17, 2020 Progress Report to City Council March 3, 2020 New Service Rollout Begins July 1, 2020 * The City reserves the right to modify this schedule as needed, or if unforeseen circumstances occur. This schedule assumes no delays. �. M . • REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JANUARY 16, 2018 TITLE: RECEIVE AND FILE REPORT REGARDING PROPOSED SALES TAX LOAN AGREEMENT BETWEEN THE CITY OF SANTA ANA AND THE SANTA ANA AUTO DEALERS ASSOCIATION (STRATEGIC PLAN NO. 3,3C) 7 CITAIANAGER RECOMMENDED ACTION Receive and File. DISCUSSION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 151 Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER On November 7, 2017, the City Council authorized the City Manager and Clerk of the Council to execute a Sales Tax Loan Agreement between the City of Santa Ana and the Santa Ana Auto Dealers Association, LLC. The Agreement provided for the City to loan the Association $1,032,948 to replace the existing Auto Mall digital sign. The Agreement further provided for the loan to be repaid from increased sales tax received over a 10 year period. The proposed source of funds for the loan was the City's General Fund Operating Reserve. It was brought to staffs attention that prior to the City approving the subsidy for the Auto Mall sign, Government Code Section 53083 requires that the City must hold a public hearing and provide to the public in written form an economic development subsidy report detailing the proposed subsidy. This subsidy report contains information relating to the terms of the agreement, a description of the economic subsidy (including estimated total amount of expenditure of public funds), a public benefit statement, projected tax revenue as a result of the subsidy and the estimated number of jobs that will be created by the subsidy. Since starting in November, the City Manager has reviewed the City's financial outlook. Based upon that review, staff recommends that the structure of the proposed transaction be modified. In lieu of the previously proposed city loan to be repaid from increased sales tax receipts, on February 6th, subject to acceptance by the Santa Ana Auto Dealers Association of the modified terms, staff will propose a new sales tax reimbursement agreement, without an upfront City loan, for City Council consideration. 65C-1 Sales Tax Loan Agreement with Santa Ana Auto Dealers Association January 16, 2018 Page 2 STRATEGIC PLAN ALIGNMENT This item supports the City's efforts to meet Goal #3 Economic Development, Objective #3, (Promote a solutions -based customer focus in all efforts to facilitate development and investment in the community), Strategy C (Explore opportunities to encourage a business friendly environment within the city through the reduction of non-essential regulatory requirements, improved coordination between agencies for development review and addition of monetary incentives). FISCAL IMPACT There is no fiscal impact associated with this Council action. R bert M. Z ScKmi de + Interim Executive ire for Community Develop—Ment Agency 65C-2