HomeMy WebLinkAbout25A - AGMTS WITH VARIOUS DEPREQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
JULY 7, 2020
TITLE
APPROVE VARIOUS CONTRACTUAL
SERVICES AGREEMENTS FOR ONGOING
OPERATIONS FOR FINANCE, CITY
ATTORNEY'S OFFICE, HUMAN
RESOURCES,PARKS, RECREATION &
COMMUNITY SERVICES AGENCY, AND
PUBLIC WORKS AGENCY AS
AUTHORIZED IN THE BUDGET FOR
FISCAL YEAR 2020-2021
(VARIOUS FUNDS)
/s/ Kristine Ridge
CITY MANAGER
CLERK OF COUNCIL USE ONLY:
❑ As Recommended
❑ As Amended
❑ Ordinance on 1 s' Reading
❑ Ordinance on 2ntl Reading
❑ Implementing Resolution
❑ Set Public Hearing For_
CONTINUED TO
FILE NUMBER
RECOMMENDED ACTION
Authorize the City Manager to execute various contractual services agreements and amendments
to current agreements as listed below for the Finance Department, City Attorney's Office, Human
Resources Agency, Parks, Recreation, and Community Services Agency and Public Works
Agency, subject to non -substantive changes approved by the City Manager and the City Attorney.
City Attorney's Office
Vendor
Recommended Action
Types of Service
Carpenter Rothans &
Extend termination date from April
Police Defense Legal services
Dumont LLP.
17, 2021 to June 30, 2021
Talley & Talley, APC.
Approve $250,000 from July 11 2020
General Liability and Defense
to June 30, 2021
Legal services
Finance and Management Services Agency
Vendor
I Recommended Action
Types of Service
Civic Collections, Inc.
$150,000 paid to City per fiscal year
Dog licensing canvas and
("Ca")
from July 1, 2020 to June 30, 22 with
collection
a 1- earoptional renewal
Human Resources Department
Vendor
I Recommended Action
Types of Service
Reach Employee
Approve $31,932.00 annually, for a
Employee assistance program
Assistance, Inc. ("Reach")
total of $95,796.00 from January 1,
2021 to December 31, 2023
25A-1
Approval of City -Wide Contractual Services Agreements
July 7, 2020
Page 2
Parks. Recreation. and Communitv Services Aaencv
Vendor
Recommended Action
Types of Service
Electro Construction,
Extend termination date from
Lighting retrofit (LED)
Cor .
September 30, 2020 to December 31, 2020
construction
Nila, Inc. dba Nila Sports
Extend termination date from
Lighting retrofit (LED)
September 30, 2020 to December 31, 2020
construction
Public Works Aaencv
Vendor
Recommended Action
Types of Service
EEC Environmental
Approve $300,000 from
July 7, 2020 to June 30, 2021
Waste discharge requirements
compliance services
DISCUSSION
In an effort to increase efficiency and streamline approvals for contract services related to ongoing
operations at the beginning of the fiscal year, various departments have worked with the City
Attorney's Office on this staff report for a citywide contractual services approval process. The
Finance Department, City Attorney's Office, the Parks, Recreation and Community Services
Agency, the Public Works Agency, and Human Resources Agency are recommending that the City
Council to approve the contractual services agreements beginning FY 20-21. These contracts
support standard ongoing operations and are all included within the budget for FY 20-21. The
various contracts are for services with the following vendors and in the amounts noted below. The
Parks, Recreation and Community Services Agency agreement amendments that are part of this
request only extend the termination date of the agreements.
City Attorney's Office Agreements
The City Attorney's Office is requesting that the City Council approve an amendment to the
agreement with Carpenter Rothans & Dumont to extend the term for two months, from April 17,
2021 to June 30, 2021, to align with the end of the fiscal year. No additional funds are requested
for this amendment. Carpenter Rothans & Dumont provides legal services in the area of police
defense. In addition, the City Attorney's Office requests approval of a legal services agreement
with Talley & Talley, APC, not to exceed $250,000 for July 1, 2020 to June 30, 2021, to continue
representation of the City on several pending tort (trip and fall) and police matters.
Finance and Management Services Agency Agreements
The Finance Department asks the City Council to authorize the City Manager to execute a two year
agreement with Civic Collections, Inc. ("CCI"), for canvassing and collection of new and delinquent
dog license fees, effective July 1, 2020 through June 30, 2022, with the option to extend one
additional year from July 1, 2022 through June 30, 2023 upon a written request executed by the
City Manager, for an annual amount not to exceed $150,000 paid for with the funds collected by
the consultant. The field inspection and collection efforts provided by CCI have resulted in a
significantly higher rate of revenue recovery than experienced using in-house resources. As such,
the City is seeking to maintain the relationship with CCI, which promotes quality of service and
increased efficiency.
Human Resources Department Agreement
25A-2
Approval of City -Wide Contractual Services Agreements
July 7, 2020
Page 3
The Human Resources Agency (HR) is requesting that the City Council approve a three-year
agreement with Reach Employee Assistance, Inc. (Reach) for employee counseling and
assistance services for an annual amount of $31,932 and a total agreement amount of $95,796,
effective January 1, 2021 through December 31, 2023. The City has previously contracted with
Reach to provide these services, which include licensed and certified employee assistance
professionals that provide short-term counseling, assessment, and referral services. Reach
services has been shown to contribute to decreased absenteeism, reduced accidents, fewer
workers compensation claims, greater employee retention, fewer labor disputes, significantly
reduce medical costs arising from early identification and treatment of individual mental health and
substance use issues.
Parks, Recreation, and Community Services Agency Agreements
The Parks, Recreation and Community Services Agency (PRCSA) is requesting that the City
Council approve amendments to extend the terms of two agreements: one with Electro
Construction and the other with Nila, Inc. The agreements involve replacement of sports lighting
at the Santa Ana Stadium and Jerome Park with new energy -efficient LED lighting. The project
has experienced delays in obtaining the needed materials due to COVID-19. Therefore, PRCSA is
requesting to extend the term of both agreements from September 30, 2020 to December 31, 2020,
in order to provide the contractors will sufficient time to complete the projects.
Public Works Agency Agreement
The Public Works Agency Water Resources Division is committed to providing a high -quality sewer
collection and conveyance system that is in compliance with the Waste Discharge Requirements
(WDR) adopted by the State Water Resources Control Board. The consultant EEC Environmental
(EEC) provides consulting services that assist City staff with implementing key WDR-mandated
programs, including Sewer System Management Plain auditing, maintenance optimization and the
City's Fats, Oils, and Grease (FOG) control program as specified in Section 39-56 of the City's
Municipal Code. The agreement with EEC would be effective from July 7, 2020 to June 30, 2021,
for a total amount not to exceed $300,000.
FISCAL IMPACT
Finance and Management Services Aaencv
Fiscal Year
Accounting Unit -Account #
Account Description
Amount Paid to City
FY 20-21
01110002-51003
Dog License Revenue
$150,000
FY 21-22
01110002-51003
Dog License Revenue
$150,000
FY 22-23
01110002-51003
Dog License Revenue
$150,000
Total
$350,000
Citv Attornev's Office
Fiscal Year
Accountin Unit -Account #
I Account Description
I Amount
FY 20-21
1 08009051-62300
1 Risk Management Liability Fund
1 $250,000
Human Resources Department
25A-3
Approval of City -Wide Contractual Services Agreements
July 7, 2020
Page 4
Fiscal Year
Accounting Unit -Account #
Account Description
Amount
FY 20-21
01109050-62300
Contractual Services -Professional
$31,932
FY 21-22
01109050-62300
Contractual Services -Professional
$31,932
FY 22-23
01109050-62300
Contractual Services -Professional
$31,932
Total
$95,796
Parks, Recreation, and Community Services Agency
There is no fiscal impact associated with this action for PRCSA agreement extensions.
Public Works Agencv
Fiscal Year
Accounting Unit -Account #
Account Description
I Amount
FY 20-21
05617640-62300
Contractual Services -Professional
$300,000
Fiscal Impact Verified By: Kathryn Downs, CPA, Executive Director — Finance and Management
Services Agency
Submitted By: Sonia R. Carvalho, City Attorney's Office
Kathryn Downs, CPA, Finance and Management Services Agency
Steven Pham, Human Resources Department
Lisa Rudloff, Parks, Recreation, and Community Services Agency
Nabil Saba, Public Works Agency
Exhibits: 1. Second Amendment to Agreement with Carpenter Rothans & Dumont
2. Agreement with Civic Collections, Inc.
3. Agreement with EEC Environmental
4. First Amendment to Agreement with Electro Construction
5. First Amendment to Agreement with Nila, Inc.
6. Agreement with Reach Employee Assistance Program, Inc.
7. Agreement with Talley & Talley, APC.
25A-4
SECOND AMENDMENT TO LEGAL COUNSEL SERVICES
AGREEMENT WITH CARPENTER, ROTHANS & DUMONT, LLP
THIS SECOND AMENDMENT TO AGREEMENT is entered into on this 7" day of July 2020,
by and between Carpenter, Rothans & Dumont ("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. The parties entered into Agreement #A-2017-070 dated April 18, 2017 ("Agreement") by which
Attorneys agreed to provide City with legal services for a three (3) year term through April 17,
2020.
B. On September 3, 2019, the parties entered into a Fast Amendment (A-2019-148) to increase the
hourly rate from $200/hour to $225/hour.
C. On March 18, 2020, the parties opted to extend the term until April 18, 2021, per the terms of the
Agreement. The Agreement is current and in effect.
D. The parties now wish to amend the Agreement to extend the term until June 30, 2021.
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:
THE PARTIES THEREFORE AGREE:
1. Section 6, TERM, shall be amended to extend the term of the Agreement from April 18, 2021
until June 30, 2021.
Except as hereinabove modified, the terms and conditions of said Agreement, as amended, remain
unchanged and in full force and effect.
IN VaINESS WIIEREOF, the parties hereto have executed this Second Amendment to the
Agreement the date and year first above written.
ATTEST:
DAISY GOMEZ
Clerk of the Council
APPROVED AS TO FORM:
Sonia R. Carvalho, City Attorney
By: Laura A. Rossini
Acting Chief Assistant City Attorney
CITY OF SANTA ANA
KRISTINE RIDGE
City Manager
CARPENTER ROTHANS & DUMONT
Steven J. Rothans, Esq.
Partner
#49433vl 25A-5
EXHIBIT 2
AGREEMENT FOR DOG LICENSE CANVASSING AND FEE
COLLECTION SERVICES
THIS AGREEMENT FOR DOG LICENSE CANVASSING AND FEE COLLECTION
SERVICES (hereinafter "Agreement", made and entered into this 7's day of July, 2020 by and
between Civic Collections, Inc., a California corporation (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 parties entered into an agreement (#A-2015-125), hereinafter ("Previous Agreement"),
to address the City's desire to retain a consultant having special skill and knowledge in the
field of dog license canvassing and fee collection by which Consultant provided dog license
fee canvassing and collections services to the City.
B. The Term of said Previous Agreement was one year effective as of July 1, 2015 and ending
June 30, 2016, with an option, exercisable by the City, to extend said Previous Agreement
for an additional one (1) year period covering July 1, 2016 through June 30, 2017.
C. The City subsequently exercised its option to extend said Previous Agreement for a second
year (Consultant Extension #A-2015-125-01).
D. On June 6, 2017, City and Consultant entered into a First Amendment to Previous
Agreement (#A-2017-136) amending the Term to provide for an additional two year period
beginning July 1, 2017 and ending June 30, 2019 with an option, exercisable by the City,
to extend said Fast Amended Agreement for an additional one (1) year period covering
July 1, 2019 through June 30, 2020.
E. The City subsequently exercised its option to extend said First Amendment to Previous
Agreement for a second year (Consultant Extension #A-2017-136-01).
F. The parties now wish to enter into a new Agreement for Consultant to provide dog license
canvassing and fee collection services to the City for a two year period beginning July 1,
2020 and ending June 30, 2022 with an option, exercisable by the City Manager and City
Attorney, to extend said Agreement for an additional one (1) year period covering July 1,
2022 through June 30, 2023.
G. In undertaking the performance of said Agreement, Consultant represented that it was
knowledgeable in its field and that any services performed by Consultant under said
Agreement would 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:
25A-6
1. SCOPE OF SERVICES
a. Consultant shall collect delinquent dog license fees and penalties, and license fees
for new dogs. Consultant will also canvas the City of Santa Ana and collect dog license fees
at the dog owner's door. The Consultant will encourage the dog owner to pay by check made
payable to the "City of Santa Ana". Consultant will collect dog license fees at rabies clinics if
requested by the City. Consultant will verify rabies certificates in connection with the
collection of dog license fees. This scope of services is intended to cover all labor, material
and standards of workmanship to be employed for in this work plan or reasonably implied by
terms of same. Work or materials of a major nature which may not be specifically mentioned,
but which may be reasonably assumed as necessary for the completion of this work, shall be
provided by the Consultant.
b. Change Order Contingency —from time -to -time, at City's option, the City Manager
or her/his designee may request additional dog license canvassing and collection related
services of Consultant at mutually agreed upon scope and fees (to be applied as an offset to
Consultant's delinquent dog license collection remittances to City).
2. CONSULTANT RESPONSIBILITIES
Consultant shall hire, train and supervise its employees who will perform services pursuant to
this Agreement. Consultant shall provide uniforms and I.D. cards for its employees working
on the dog license collection project. Consultant shall provide daily remittance reports to the
City. Consultant will account for receipt books provided by the City and utilized by its
collection employees. At the end of each day, the Consultant will receive all fees collected by
its employees. These fees will be deposited each day in an assigned City drop box.
Consultant and Consultant's employees will be required to have Patches on their uniforms
identifying that they are an authorized City Contractor and shall wear their uniforms and
patches at all times while performing services under this Agreement. Such Patches shall be
worn in a professional manner and maintained neat in appearance, and easily identifiable. Such
Patches will be provided by the City of Santa Ana.
The Consultant shall exercise caution at all times for the protection of persons and property.
All fines, penalties and/or repair charges resulting from the Consultant actions shall be the sole
responsibility of the Consultant.
Consultant's service shall be courteous, responsive, timely, equitable and given in the spirit of
professionalism and mutual respect. All Consultant personnel are a reflection of the City of
Santa Ana and as such are expected to:
• Interact with customers and City officials, whether in person or on the
phone, in a pleasant, respectful and professional manner.
• Give full attention to each customer's needs by asking questions. Provide
information, products and service in an accurate, organized and complete
manner. Determine that the customer's request has been fulfilled.
• Comply with all federal, state, county, and city laws and regulations.
• Use adequate equipment that is kept clean and neat at all times.
2
25A-7
• Train other Contract employees to be polite and courteous during public
contact.
• Employ truth and accuracy in reporting customer service records.
2. CITY'S RESPONSIBILITIES
The City of Santa will provide a listing of homes that have delinquent dog licenses or make
available the City's data base (Dog License System) to the consultant as the City may
determine is necessary. Monthly, the City's Finance Department will prepare a collection
report. This report will include money collected and number of licenses purchased, as reported
by the Consultant, and will be utilized to determine the amount of compensation to be paid to
the Consultant as described in section 3 of this Agreement
3. COMPENSATION
City agrees to pay, and Consultant agrees to accept as total payment for its services, the
following sum:
a. fifty percent (50%) of all dog license fees collected,
b. fifty cents (50¢) for each new license fee collected from unlicensed dogs, and
c. fifty cents (50¢) for every rabies vaccination certificate collected.
Total payments by the City to Consultant under the terms of this Agreement shall not exceed
$150,000, annually.
Payment by City shall be made within sixty (60) days following receipts of proper invoice,
subject to City accounting procedures.
In the event funding is not allowed for dog license canvassing and fee collection services during
the annual budget approval process, the City shall notify the provider of such occurrence in
writing at least thirty (30) days before the end of the current fiscal period, and contract shall
terminate on the last day of current fiscal period without penalty or expense to the City.
4. TERM
This Agreement shall commence on July 1, 2020 and terminate on June 30, 2022, unless earlier
terminated as set forth in section 3, above or section 14, below. City is granted an option to
renew for an additional one-year period beginning July 1, 2022 and ending June 30, 2023. Said
option shall be exercised in writing at least thirty (30) days prior to the end of the initial term
upon a writing executed by the City Manager and the City Attorney.
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
25A-8
standards and regulations governing such services. Consultant shall pay all salaries and wages,
employers social security taxes, unemployment insurance and similar taxes relating to its
employees and shall be responsible for all applicable withholding taxes.
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 aggregate. Such insurance shall (a) name the City, its officers, employees, agents,
volunteers and 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
and no exclusion for sexual molestation. 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,
$2,000,000 in the 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
hired and non -owned automobiles, but may exclude owed automobiles and/or scheduled
automobiles.
C. Worker's Compensation Insurance. In accordance with the provisions of Section
3300 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured
against liability for worker's compensation or to undertake self-insurance. Prior to
commencing the performance of the work under this Renewal 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 (error 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 Renewal Agreement.
(ii) Certificates of insurance shall be furnished to the City upon execution
of this Agreement. Certificates shall list the City as a Certificate
Holder as follows:
rd
25A-9
City of Santa Ana
Risk Management Division
20 Civic Center Plaza, 4th Floor
Santa Ana, CA 92701
(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) Where the amounts or coverage provided by the certificates of
insurance provides greater coverage than those listed in this
Agreement, the amounts provided by the certificates of insurance
shall be incorporated by reference in the Agreement.
(v) 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.
7. INDEMNIFICATION
Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, and
employees from liability: (1) for personal injury, damages, just compensation, restitution,
judicial or equitable relief arising out of claims for personal injury, including health, and claims
for property damage, which may arise from the direct or indirect operations of the Consultant
or its contractors, subcontractors, agents, employees, or other persons acting on their behalf
which relates to the services described in section 1 of this Agreement; and (2) from any claim
that personal injury, damages, just compensation, restitution, judicial or equitable relief is due
by reason of the terms of or effects arising from this Agreement. This indemnity and hold
harmless Agreement applies to all claims for damages, just compensation, restitution, judicial
or equitable relief suffered, or alleged to have been suffered, by reason of the events referred
to in this Section or by reason of the terms of, or effects, arising from this Agreement.
8. 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
25A-10
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.
9. 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
Renewal Agreement.
10. 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 fast class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic
communication in the manner provided in this Section, to the following persons:
To City:
Clerk of the City Council City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax (714)647-6956
With courtesy copies to:
Kathryn Downs, Executive Director
Finance and Management Services Agency City of Santa Ana
20 Civic Center Plaza (M17)
P.O. Box 1988
Santa Ana, CA 92702-1968
Fax 714-647-5414
To Consultant:
Douglas Shaw, President
Civic Collections, Inc.
1565 Eldertree Drive
Diamond Bar, CA 91765
Fax 909-636-2529
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, any notice, tender, demand, delivery, or other
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25A-11
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, any notice, tender, demand, delivery, or
other 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.
11. 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 nor the City. Each party to this Agreement acknowledges that no representations,
inducements, promises or agreements, orally or otherwise, have been made by any party, or
anyone acting on behalf of any party, which are not embodied herein.
12. 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.
13. TERNIINATION
This Agreement may be terminated immediately for cause, or without cause upon thirty (30)
days written notice delivered to the Consultant either personally or by mail. Upon termination,
City shall pay to Consultant that portion of compensation specified in the Agreement this is
earned and unpaid prior to the effective date of termination.
In the event Consultant fails or refuses to timely perform any of the provisions of this
Agreement in the manner required, or if Consultant violates any provision of this Agreement,
Consultant shall be deemed in default. City shall provide written notice of such default to
Consultant. Consultant shall cure said default within a period of seven (7) working days. If
such cure is not completed in a timely manner, City may terminate the Agreement forthwith
by giving written notice to Consultant. City may, in addition to the other remedies provided in
this Agreement or authorized by law, terminate this Agreement by giving written notice of
termination. Consultant shall be responsible for all costs incurred by City, including
replacement costs of equipment and labor required to provide service during Consultant's
default.
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25A-12
The Consultant may request termination of the contract when conditions during the contract
make it impossible to perform or when prevented from proceeding with the contract by act of
God, by law or official action of a public authority or in the event on nonpayment by the City.
Such request will require one -hundred and eighty (180) days written notice prior to contract
termination date requested. In the event of nonpayment of undisputed sums by the City,
Consultant shall give the City thirty (30) working days to cure the alleged breach.
14. NONDISCRIMINATION AND COMPLIANCE WITH APPLICABLE LAWS
Consultant shall not discriminate because of race, color, creed, religion, sex, marital status,
sexual orientation, gender identity, 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 affnms that it is an equal
opportunity employer and shall comply with all applicable federal, state and local laws and
regulations.
Consultant shall perform all requirements under this contract in strict observance of and in
compliance with all applicable environmental, traffic, safety, debt collection, and any other
laws, regulations, ordinances, codes and any other legislative or statutory requirements.
Consultant warrants that the performance of services under this contract shall be compliant
with the current requirements of the Occupational Safety and Health Act (OSHA) and as it may
be amended or updated throughout the term of this contract.
15. JURISDICTION - VENUE
This Agreement and all questions relating to its validity, interpretation, performance, and
enforcement shall be governed and construed in accordance with the laws of the State of
California. 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
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.
,i
25A-13
17. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants by their signature herein below that they
have 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 attorneys 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. This Agreement must be signed below and may be signed in counterpart and
delivered by fax, email as a PDF (Portable Document Format) file attachment, or by other
means that displays the original or a copy of the signatures. Any subsequent amendments may
be signed and delivered in the same manner.
IN WITNESS WHEREOF, the parties hereto have executed this Renewal Agreement
on the date and year first written above.
ATTEST:
DAISY GOMEZ
Clerk of the Council
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By: CXGt. A. Rem
Laura A. Rossini
Acting Chief Assistant City Attorney
FOR APPROVAL:
Kathryn Downs, Executive Director
Finance & Management Services Agency
CITY OF SANTA ANA
KRISTINE RIDGE
City Manager
CIVIC COLLECTIONS, INC.
25A-14
EXHIBIT 3
AGREEMENT WITH EEC ENVIRONMENTAL TO PROVIDE
WASTE DISCHARGE REQUIREMENTS COMPLIANCE SERVICES
THIS AGREEMENT is made and entered into on this 7TH day of July, 2020 by and between EEC
Environmental, 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 City desires to retain a consultant having special skill and knowledge in the field of
providing consulting services that assist City staff with implementing key WDR-mandated
programs, including Sewer System Management Plain auditing, maintenance optimization
and the City's Fats, Oils, and Grease (FOG) control program as specified in Section 39-56
of the City's Municipal Code.
B. Consultant provides resources and technical expertise to provide WDR compliance
services and 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 ter
including all labor, materials, tools, equipment,
and adequately complete the services described
incorporated by reference.
2. COMPENSATION
n of this Agreement, the tasks and obligations
and incidental customary work required to fully
and set forth in Exhibit A, attached hereto and
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
under this Agreement shall not exceed $300,000. This sum is comprised of (1) the
base amount of $285,500 and (2) a contingency in the amount of $14,500 for additional
services at the City's sole discretion.
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.
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3. TERM
This Agreement shall commence on July 7, 2020 and continue through June 30, 2021,
unless terminated earlier in accordance with Section 16, 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 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
Page 2 of 8
(�
Non -Fed Funding(6.1.2020) 25A-1 V
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 additionalinsured(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 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.
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. Where the amounts or coverage provided by the certificates of insurance
provides coverage greater than those listed by this Agreement, the amounts
provided by the certificates of insurance shall be incorporated by reference
into the Agreement.
V. Consultant shall supply City with a fully executed additional insured
endorsement.
I. 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.
Page 3 of 8
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Non -Fed Funding(6.1.2020) 25A-1 /
7. 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 I 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 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.
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.
Page 4 of 8
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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 specified under this
Agreement.
12. NON-DISCRINIINATION
Consultant shall not discriminate because of race, color, creed, religion, sex, marital status,
sexual orientation, gender identity, gender expression, gender, medical conditions, genetic
information, or military and veteran status, age, national origin, ancestry, or disability, as defined
and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization,
promotion, termination or other employment related activities or any services provided under this
Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all
applicable federal, state and local laws and regulations.
13. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
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.
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Non -Fed Funding (6.1.2020) 2 5A-19
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.
11 J 0 0 9 F WITNAll►:Y 9 I►
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.
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
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
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in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and
exemptions. Said inability shall be cause for termination of this Agreement.
19. NIISCELLANEOUS 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)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax: 714- 647-6956
With courtesy copies to:
Nabil Saba
Executive Director, Public Works Agency
City of Santa Ana
20 Civic Center Plaza (M-21)
Santa Ana, California 92702
Fax:714-647-5635
To Consultant:
EEC Environmental
One City Blvd West, Suite 1800
Orange, CA 92868
Fax:714-667-2310
www.eecenviromnental.com
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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:
Daisy Gomez
Clerk of the Council
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By: X"..A.R
Laura A. Rossini
Acting Chief Assistant City Attorney
RECOMMENDED FOR APPROVAL:
Nabil Saba
Executive Director
Public Works Agency
CITY OF SANTA ANA
Kristine Ridge
City Manager
EEC ENVIRONMENTAL
By: p[!C
Title: P (1rNer/AC ; 'n ,4zwfag
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25A-22
EXHIBIT A
U-jEC
ElIV19011VIE . _
Scope of Services & Schedule
Core Requirements
1. Waste Discharge Requirements (WDR) and Sewer System Management Plans
(SSMP)
The EEC team has conducted a wide range of program audits, including SSMP audits, that has
provided EEC with a unique insight to both a regulator's view on conducting audits and a
regulated entity's view on being audited. EEC will provide the City with the following WDR and
SSMP support services under this task:
The cornerstones of EEC's expertise in SSMP program audits are extensive knowledge of key
SSMP program elements in line with regulatory requirements and a breadth of experience that
informs a complete, candid assessment of an agency's conformance or deficiency. Pursuant to
the WDR requirements for SSMPs, EEC's focuses on evaluating the key elements of the SSMP:
1. Legal authority
2. Operation and maintenance program
3. Design and performance provisions
4. Overflow emergency response plan
5. FOG control program
6. System evaluation and capacity assurance plan
7. Monitoring, measurement, and program modifications
Often, the SSMP internal audit is conducted merely as a formality to satisfy the minimum
requirements of the WDR. EEC takes a somewhat different approach and views the audit from
the perspective of a regulator. A regulator is looking for an honest assessment and program
modification that brings about true improvement in program performance (where needed).
Therefore, the key objectives of EEC's SSMP audit is to candidly evaluate how implemented
programs are impacting the reduction of SSOs and evaluate the proper ongoing management,
operation, and maintenance of sewer system assets.
EEC's general approach to SSMP internal audits is threefold:
1. Evaluate the level of conformance of the City's SSMP to the WDR. This is accomplished
primarily through a desktop review of the SSMP and supporting documentation. EEC is
thoroughly familiar with recent changes to the Monitoring and Reporting element of the
WDR and will ensure the City's SSMP appropriately addresses these changes.
2. Assess the level of conformance of the City's field practices with SSMP policies and
procedures. This includes a detailed review of program -related documents (e.g., work
"EEC's expertise and responsiveness was instrumental in helping
our city meet new stringent sewer regulations."
Ray Burk, Former Principal Civil Engineer
City of Santa Ana
Proposal to Provide WDR Compliance Services, City of S Wrip, Rff72 20 August 13, 2015
Rri
orders, standard procedures, etc.) and data (e.g., line cleaning history, staff training
records, etc.), as well as comprehensive interviews with City staff and field observation
of key staff activities.
3. Use the audit findings to develop practical and defensible recommendations for program
improvement. EEC will prepare a report summarizing the audit findings that will include
classification of any identified nonconformances (i.e., major or minor nonconformance).
The report will also contain recommendations for program improvements based on
EEC's experience with successful aspects of similar programs and input received during
the staff interview process.
Analyzing the SSMP and identifying deficiencies in this
manner will allow the City to maintain control of the
definition and implementation of its programs rather than
putting that control in the hands of a regulator. For
example, in evaluating the City's SSO emergency response
plan, EEC will not only confirm that current practices are in
place and followed, but will also assess the defensibility of
key response procedures, such as SSO volume estimating
techniques. This approach parallels a regulator's approach
and allows the City to stay ahead in the process.
SSMP Audit Staff Interview
EEC is located close to Santa Ana and will work around the City staff members' schedules to
ensure the audit process is not intrusive but is thorough enough to satisfy the WDR
requirements and improve the City's SSMP programs.
On -going: SSMP update using information obtained from the previous SSMP audits.
Pursuant to the SSS WDR, enrollees must update their SSMP once every 5 years to reflect the
enrollee's current SSMP-related practices and the changes recommended during internal SSMP
audits. Having audited the City's SSMP in 2013 and 2015 and having updated the City's SSMP
in 2014, EEC knows the City's SSMP thoroughly and will ensure it stays current and accurate.
Provide quarterly WDR training and advising City staff on emerging issues, revisions, and
additions to the SSS WDR.
EEC has provided previous similar training to City staff regarding SSO emergency response
procedures and general WDR requirements. Training topics will include, but not be limited to,
SSO emergency response, EML evaluation procedures, and FOG program management.
Develop SSO contingency plans for the two City sewage lift stations.
The risk of large SSOs is greater in the event of sewage lift station failures. Understanding this,
EEC will work with the sewage lift station staff to develop SSO contingency plans that will
include, but not be limited to, procedures for electrical operations, bypass, and cleaning of the
lift stations.
Develop a sewer system maintenance (cleaning) program and schedule.
As part of the SSMP and the City's asset management endeavor, EEC will develop a sewer
system maintenance and cleaning program and schedule. The program and schedule will
Proposal to Provide WDR Compliance Services, City of S2t3prjp, RFE4072 21 August 13, 2015
Rri
prioritize sewer main cleaning based on parameters such as topography, pipe condition, flow
characteristics, and historical inspection analyses. The proposed sewer maintenance program
will optimize cleaning frequencies and resource deployment. EEC has already piloted this type
of asset management system with the City and is prepared to extend the system to the City's
complete sewer system. Deliverables will include cleaning program maps in PDF and in GIS
format compatible for use with the City's infraMAP software.
F. Provide SSO response support, including data analysis, volume estimating, reporting, etc.
A timely response to any SSO is critical not only to minimize the environmental impact of the
spill, but also to collect/analyze the information needed to determine the cause(s) of the spill.
EEC currently supports the IRWD and CMSD with follow-up investigations of private SSOs.
Investigations consist of identification of the cause(s) of the SSO and discussions with agency
staff to determine the required corrective actions. Preliminary discussions are conducted with
property owners to implement corrective actions. EEC also understands the importance of
accurate volume estimations and timely reporting to CIWQS. EEC will provide SSO response
support, and will assist the City with the approved volume estimation methods and reporting
forms in the event of an SSO.
EEC continues to serve local governments in developing, implementing, and monitoring
sensible sewer system management programs tailored to address specific local conditions and
ensure compliance with applicable WDR requirements. EEC has unmatched expertise in key
SSO mitigation strategies, including FOG control programs, preparation of overflow ERPs, and
SSMP performance assessments and audits. EEC continues to assist cities and independent
special districts, including the Cities of Santa Ana, Stanton, La Habra, Buena Park, El Segundo,
and Anaheim, as well as CMSD, with development, implementation, and/or audit of their SSMP
strategies.
The EEC team has comprehensive knowledge of the evaluation and development of SSO
ERPs. In fact, EEC assisted the City of Santa Ana in 2013 and City of El Segundo in 2014 to
update their respective SSO ERPs. SSO ERP updates are based on recent program
enhancements, personnel and equipment changes, and recent changes to the State's WDR
requirements for monitoring and reporting SSOs.
EEC also provides WDR/SSMP training support, including
SSO emergency response training to sewer system
maintenance staff. In 2013, EEC conducted SSO emergency
response training for the City of San Gabriel, which consisted
of an evaluation of current practices and procedures, a
presentation on the recent updates to the State's monitoring
and reporting requirements, and field simulations of SSOs to
provide hands-on assessment of SSO volumes and an
opportunity for trainees to practice SSO containment actions.
2. FOG Program Management
SSO Spill Simulation
EEC currently manages FOG
programs for four
Southern California
agencies and uses
sophisticated database and GIS
tools to collect, organize, analyze, and
manage FOG data.
Having been closely involved
in the development
and implementation
of key FOG control
Proposal to Provide WDR Compliance Services, City of S2t3prjp, RFE t072 22 August 13, 2015
�•Rri
program tools and processes, EEC's technical and field staff is thoroughly knowledgeable of
field data acquisition systems and workflows currently employed by the City. EEC will provide
the following services under this task:
Collect, organize, and manage the City's FOG Control Program data.
Provide monthly reports summarizing activities conducted and recommendations to the
City's FOG Control Program Manager.
Conduct regular meetings with City staff to evaluate the FOG Control Program, provide
recommendations, and prioritize project efforts.
Monitor the Orange County Health Care Agency's (OCHCA's) inventory of restaurants
and append any updates, changes, or additions to the City's FSE inventory.
Using the City's current FOG geodatabase, maintain the FSE inventory, inspection
schedule, and FSE inspection frequencies and prioritization. Inspection frequencies and
prioritization will be based on FOG production, compliance history, elevated
maintenance location relationships, and SSO history.
Establish inspection schedules and coordinate and assign inspection tasks to the City's
code enforcement inspectors and EEC's compliance inspectors using infraMAP.
Develop reports to summarize inspection results and compliance efforts.
Secure and append OCHCA's NPDES inspection data to the City's geodatabase for
analysis and to identify necessary NPDES follow-up inspections. EEC will ensure that
data are properly assigned to FSEs and violations are correctly identified. FSEs with
current violations will be properly identified on the map interface used by inspectors.
Use infraMAP software and ArcGIS to record inspection results and manage
inspections.
Provide support for the City's wireless inspection process, with which EEC is familiar.
Having played a pivotal role in the system's implementation, EEC is familiar with the
City's mobile data acquisition systems, including hardware, operating systems, software,
network structures, and evolving technologies.
Develop residential FOG educational/guidance materials and a plan to address
residential grease discharge and disposal practices.
As needed, develop and coordinate evaluation of new and emerging grease -control
technologies, including GRE and chemical/biological additives.
Provide the City with background and update information regarding current and
emerging MS-4 requirements.
Obtain data and information to keep the FSE inventory up to date.
Manage and process inspection pictures, GRE requirement documents, permits, and
other documents for all FSEs. EEC will update and maintain the geodatabase with
document information that will enable inspectors and managers to access documents
through the infraMAP interface.
Review the City Municipal Code and recommend modifications or enhancements to the
FOG control program.
As needed, conduct site assessments of FSEs to determine or evaluate GCD retrofit
options.
Manage the FOG geodatabase and GIS files, such as map documents.
Provide follow-up documentation assistance and expertise to City's FOG Control
Program Manager.
Conduct QA/QC reviews of FSE inspection results.
Coordinate, establish work schedules, and provide educational and training information
to City personnel as needed or as requested by the City.
Provide the City with experienced and knowledgeable professional staff.
Proposal to Provide WDR Compliance Services, City of S2t3prjp, RFE t 072 23 August 13, 2015
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Value -Added Program Management Services
Based on its recognized FOG expertise, EEC has been able to work with agencies across the
country, exposing the team to a variety of innovative ideas and concepts that can be shared
with the City. EEC also works with some of the City's neighboring agencies and can share field
intelligence regarding sewer investigations and FSE issues that might impact the City's
programs.
3. FSE Inspections and Enforcement
EEC will provide well qualified and experienced inspectors, some with bilingual skills, to conduct
FOG inspections. EEC will monitor inspection progress using the City's infraMAP and GIS tools
to ensure the FOG control program tasks are on track to meet inspection and follow-up targets.
EEC routinely performs QA/QC, from work order initiation to project completion, of FOG
inspectors as well as the data entered into databases and submitted to the City. EEC will work
with the City's FOG Control Program Manager to evaluate the continued implementation of
FOG -risk —based inspection prioritization processes to further optimize the City's inspection
resources. EEC will provide the following services under this task:
Conduct on -site, physical inspections of FSEs as determined by City's FOG Control
Program Manager
Provide bilingual outreach and educational materials to FSEs
Provide the City, as needed, with educational and BMP information
Promote the importance of kitchen BMPs
Require inspectors to clearly identify themselves both
verbally and with proper identification badges as
contract inspectors of the City
Require inspectors to identify their vehicles with
magnetic decals as contract vehicles of the City
Coordinate and establish work schedules
Specific FSE inspection categories include the following:
1. Permitting Inspections. EEC will conduct initial
permitting inspections for new, change -of -ownership, and
remodeled FSEs. Through initial inspections, also
referred to as FSE characterization, EEC will identify the type of food, cooking equipment, and
kitchen practices that risk contributing FOG to the sewer system. Each FSE will be provided
with bilingual educational materials that will help the FSE reduce the amount of FOG released
into the City's sewer system.
Permitting Inspection Inventory
2. Grease -Removal Equipment Inspections. EEC will conduct GRE
a grease interceptor or grease trap to ensure each device is in
good operating condition and confirm that appropriate
maintenance practices are implemented. The inspections are
comprehensive and thorough to support potential enforcement
efforts in the future. EEC inspectors will conduct the following:
Measure the layer of floating FOG and settable solids
Determine conformance with compliance criteria
FSEs with
Interceptor Sample Box Inspection
Proposal to Provide WDR Compliance Services, City of S2t3prjp, RFE t072 24 August 13, 2015
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Inspect the mechanical condition of the GRE
Review the maintenance logs and record the last pump -out date
Review GRE pumping record keeping
Document and capture photographic evidence of all violations
3. Best Management Practice Inspections. Having
conducted more than 20,000 kitchen BMP inspections,
EEC understands the importance of educating FSEs on
proper BMPs. EEC will conduct BMP inspections to
evaluate compliance with all required kitchen BMPs,
including employee education and training practices.
These inspections also provide an opportunity to provide
new program educational materials.
Specifically, EEC inspectors will assess the following:
Removal of food grinder
Drain screens installed/maintained
Kitchen signage (BMP poster) posted
Scraping practices
Food waste disposal practices
Emergency spill response materials
Utilization of drainage additives
Identification of BMP Violation
Segregation and proper storage of
waste cooking oil
Grease collection log maintained
Employee training log maintained
Lateral cleaning and spill log
maintained
4. FSE Compliance Inspections. ECC will conduct follow-up inspections for non-compliance
issues as required by the City's FOG Control Program Manager. This may include issuance of
notices of violation to FSEs that are found to be in non-compliance with the FOG control
regulations.
EEC will help the City manage enforcement actions for violations of the City's FOG ordinance,
NS 26-70. For any FSE or critical source facility identified with deficiencies, EEC will meet with
FSE manager(s)/owner(s) or property owner(s) to discuss violations and enforcement and to
help them develop an appropriate corrective action plan to achieve and maintain compliance.
Based on the results of follow-up inspections and issued notices of non-compliance, EEC will
review, provide recommendations, and assist the City with any enforcement actions required as
a result of violations of ordinance NS 26-70.
5. National Pollutant Discharge Elimination System Inspections. EEC will conduct
inspections to follow up on NPDES violations identified by the OCHCA. OCHCA inspectors
evaluate the following during inspections:
FC60-NPDES - Improper Oil/ Grease Disposal
FC61-NPDES - Refuse Containers/Trash Bin Enclosure
FC62-NPDES - Washing Mat/Filter/Trash Bin Parking/Street
FC63-NPDES - Improper Methods Spill Cleanup/Hosing Area
FC64-NPDES - Maintenance Records: Lack of / Not Current
FC65-NPDES - No Observations Recorded
EEC knows the follow-up actions necessary for each observation and will confirm if an FSE has
conducted/implemented the corrective actions requested by the OCHCA.
Proposal to Provide WDR Compliance Services, City of S2t3prjp, RFE 75-072 25 August 13, 2015
6. Limited Food Preparation Inspections. EEC will conduct inspections of known or probable
LFP facilities to confirm their FOG discharge status. Inspections of known LFPs will be
conducted every 3 to 5 years to asses if the LFP's practices have changes that would warrant
inclusion of the LFP in the FOG Control Program as an FSE. These inspections include a quick
observation of any food preparation areas to assess if equipment has changed.
EEC understands the City's FSE inventory database and key FSE details necessary to
determine each FSE's potential to discharge FOG into the sewer system (e.g., cooking
equipment). EEC inspectors are proficient users of the City's inspection software and will not
require any additional training. Inspection results collected in the field are recorded in the
geodatabase and used to determine the FSE's compliance status and history. The geodatabase
is managed and maintained by two applications, Esri's ArcGIS and iWater's infraMAP.
Finally, EEC inspectors are extensively trained in inspection safety and have an impeccable
safety record. EEC inspectors also receive training in SSO response procedures and know the
SSO emergency response procedures implemented by the City.
As -Assigned Tasks
1. Maintaining Maps and Database Records
EEC fully understands the City's use of GIs and other systems to manage the FOG program
data and inspection tasks. EEC understands that the City needs mapping and GIs support
services to continue extensive use of these systems.
Since 2004, EEC has provided GIs support services to the City,
including determining the most effective way to manage the City's
FOG Control Program using GIs. EEC has supported the City's
implementation of ArcGIS and infraMAP software to manage
inspections of the 1,000+ FSEs and 200+ GREs in the City.
EEC will provide the following services, as necessary, under this task:
Review inspection records and results for quality assurance and control purposes.
Add, edit, or delete records and map points as FSEs and GREs are added or deleted
from the inventory.
Edit existing records and feature classes to reflect true field conditions. This includes
maintaining a graphical representation of FSE and GRE relationships.
Maintain layer definition queries that access FOG program data to represent FSEs and
GREs that need routine inspections, FSEs and GREs that have existing violations, FSEs
and GREs that have never been inspected, FSEs that have NPDES violations, and LFPs
that need to be confirmed.
Coordinate with staff and technology consultants to identify and implement infraMAP
software inspection form improvements and troubleshoot errors and issues. When
necessary, EEC will provide a GIs analyst for on -site support.
Coordinate with staff and technology consultants to define required WDR program
workflows and support integration with emerging technology.
Use GIs tools to assist staff with SSO response.
Use GIs tools to generate monthly activity reports.
Use data validation tools to review feature class data including FOG inspection activity data.
Assist the City with maintenance data analysis and O&M task optimization.
Proposal to Provide WDR Compliance Services, City of S2t3prjp, RFE §072 26 August 13, 2015
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The FOG program geodatabase is also used to manage issuance of notices of violation and
subsequent compliance inspections. Using these GIS and database resources developed in
house, EEC will continue to provide effective and efficient inspection management services for
the City. EEC will also provide on -site GIS support, including geodatabase editing, feature class
development, and map document development.
EEC has developed customized tools to query and review
copious amounts of FSE data for analysis and reporting. For
example, an inspector or manager can find an SSO or EML in
the GIS and readily identify the associated FSEs. Hyperlink
tools in the GIS are provided to quickly query the FSE
database to return pertinent information related to FSE
inspection histories, site pictures, and inspection reports.
While the focus of this scope of work will be on FOG
program management, EEC understands that FOG is not the Manhole Elevation Analysis
only cause of SSOs and that a thorough understanding of
the sewer system is critical to preventing SSOs. EEC's experience in sewer line characterization
activities has provided a keen understanding of how hydraulic defects in the sewer, such as
offset joints, roots, and sags, can impact the ability of a sewer to transport grease within the
sewer system. Through utilization of GIS and FSE databases, EEC will provide simple, efficient
solutions for organizing, managing, and coordinating all sewer line EMLs related to FSE
enforcement activities.
Value -Added Mapping Services
EEC worked closely with iWater to develop the FOG inspection module in a manner that upheld
the City's high standards for FOG inspections. EEC understands the software and can recode,
modify, troubleshoot, and correct functionality issues as needed. EEC also designed and
implemented the geodatabase in which all inspection data are stored and can modify the
geodatabase as the City's FOG program evolves. EEC has and can continue to provide
specialized GIS and CMMS training specific to the City's GIS configuration and process
workflows. Additionally, EEC can augment City staff with on -site GIS support staff as necessary.
2. Training and Support
EEC will continue to provide the City with FSE inspection process training as requested. EEC
developed and currently conducts California's only Grease Interceptor Inspector Training
Workshop for the California Water Environment Association (formerly conducted for CaIFOG).
To date, EEC has conducted seven workshops and trained more than 400 inspectors. EEC
most recently provided specialized training for City Redondo Beach and South San Luis Obispo
Sanitation District inspectors and has previously provided training for several of the City of
Santa Ana Code Enforcement staff. EEC can also provide mobile data acquisition training for
the City's FOG inspectors to demonstrate how FOG and NPDES inspection data is recorded
and how to determine inspection priorities in the infraMAP software.
EEC will also continue to provide the City with GIS and CMMS training, which can occur as
needed or regularly. The training will be specific to systems and data used by the City.
Proposal to Provide WDR Compliance Services, City of S2t3.AW, RFE b072 27 August 13, 2015
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3. Computerized Management Maintenance System (CMMS) Support
EEC is a business partner with Cityworks, Esri, and iWater and is thoroughly familiar with each
product suite's capabilities, limitations, and applications. Following industry standards and
keeping customization to a minimum when implementing software, EEC's approach reduces the
likelihood of failure due to software updates, capability, or maintenance.
EEC will provide the following as -needed CMMS services under this task:
Provide extensive Cityworks knowledge and familiarity with infraMAP and ArcGIS to
support City needs
Optimize data entry forms and recommend best practices
Leverage the CMMS to report key performance indicators
Value -Added CMMS Services
EEC implemented the Cityworks CMMS system currently in use at the City and is uniquely
familiar with the workflows, hardware, software, and data that the system supports. Further,
EEC has experience implementing, integrating, and supporting CMMS systems in general and
Cityworks systems in particular for other governmental agencies, which currently include the
City of Sacramento, CMSD, and Yorba Linda Water District, among others. EEC is a Cityworks
Implementation Business Partner and has performed multiple implementations and integrations
of Cityworks Server, the same software that the City currently uses to manage its workflows.
EEC can leverage the experience from these other projects to help the City optimize available
resources and avoid costly implementation and integration mistakes.
4. General Sewer System O&M Support
Hotspot Identification, Prioritization, and Remediation
Having studied more than 300 hotspots and identified numerous individual sources of FOG
blockages in California, EEC has developed and provides unique expertise in assessing sewer
system issues and developing corrective actions, including source identification and mitigation.
Public agencies frequently hire EEC to conduct such characterization studies and use the
resulting data to prioritize FSE inspections, improve cleaning and tracking of EMLs, and inform
SSO contingency plan development for high -risk pipelines.
Response to and Enforcement of Private Sewer Spills
A timely response to any SSO is critical not only in minimizing
the environmental impact of the spill, but also in
collecting/analyzing important information needed for reporting
the spill and determining the cause(s) of the spill. EEC's SSO
response experts are certified by the California Water
Environment Association in SSO Electronic Reporting and are
prepared to conduct follow-up investigations of private SSOs.
Investigations consist of identification of the cause(s) of the
SSO and discussions with agency staff to determine
corrective actions. Preliminary discussions are conducted with
property owners to implement corrective actions. EEC's
SSO Response Support
Proposal to Provide WDR Compliance Services, City of S2t3.AW, RFE 15-072 28 August 13, 2015
extensive CCTV assessment of sewer lines provides clients with the necessary expertise to
properly assess and offer recommendations concerning private sewer laterals.
Where 'voluntary" implementation of corrective action by a property owner proves unsuccessful,
administrative orders may be required to ensure implementation of required measures. Follow-
up discussions with private property owners conducted by EEC are typically initiated well before
the administrative order deadlines to ensure adequate progress and to avoid last-minute
extensions.
Sewer System Condition Assessment
EEC has analyzed countless hours of CCTV data and has used these data to drive capital
improvement and sewer master plan development. EEC draws on this experience and expertise
to ensure that an agency's planning and funding aligns with current asset conditions.
Summary of Deliverables
Based on the scope of services, the following deliverables are anticipated for this project:
FOG program protocol assessment reports and recommendations (as needed)
Monthly inspection status reports summarizing inspections conducted, compliance
status, and recommendations for follow-up and enforcement actions
Quarterly program review/status meetings with City staff
FOG outreach and educational materials procurement and distribution (as needed)
Updates to FSE inspection database with OCHCA NPDES inspection data (as needed)
Memoranda/reports on emerging MS4 requirements (as needed)
Updates to FSE inspection database with new FSE data from various sources (as needed)
FOG program initiative recommendations/reports (as needed)
Evaluation/assessment reports for emerging GRE devices and additives (as needed)
Mapping document updates and recommendation reports (as needed)
Workflow and CMMS development recommendation reports (as needed)
Memoranda/reports on emerging WDR/SSMP requirements (as needed)
SSMP internal audit and recommendation reports
Classroom and field training on FOG/WDR/SSMP/GIS/CMMS topics (as needed)
Monthly Invoices including number of hours by labor category and hourly rates (as
included in the fee proposal)
Updated milestone schedule will be provide to City Project Manager and will be based on assigned
as -needed tasks
Proposal to Provide WDR Compliance Services, City of S2t3.AW, RFE ]S 072 29 August 13, 2015
Exhibit B
Fee Proposal — Waste Discharge Requirements Compliance
Services (RFP 415-072)
EEC Environmental (EEC) is pleased to submit this fee proposal to provide continued Waste Discharge
Requirement (WDR) Compliance services, including Fats, Oils, and Grease (FOG) Program Management
services, to the City of Santa Ana (City). Based on EEC's experience with similar scopes of work and
familiarity with the systems and operations at the City, the annual cost for the requested Core
Requirement services is $216,000. Based on the anticipated level of effort, As -Assigned Tasks are
anticipated to incur an additional $69,500, which will be performed on a time and materials basis
pursuant to EEC's 2015 Fee Schedule (hourly rate schedule) provided following this page.
Project Fee Proposal
Item
Unit
Estimated
Quantity
Unit
Price
Total
1
Perform SSMP Audit
Each
1
$10,750
$10,750
2
Perform SSMP Update
Each
1
$6,500
$6,500
3
WDR Training and Support
Lump Sum
1
$4,000
$4,000
4
Lift Station Contingency Plan
Lump Sum
1
$10,000
1 $10,000
5
Sewer System Maintenance
Lump Sum
1
$15,000
$15,000
6
SSO Response Support
Each
4
$1,500
$6,000
7
FOG Program Management
Lump Sum
1
$46,000
$46,000
8
Permitting Inspections
Each
100
$120
$12,000
9
GRE Inspections
Each
350
$95
$33,250
10
BMP Inspections
Each
Soo
$85
$42,500
11
Compliance Inspections
Each
200
$120
$24,000
12
LFP Confirmation
Each
100
$15
$1,500
13
FSE NPDES Inspections
Each
300
$15
$4,500
Core Requirements Total: $216,000
14
Maintaining Maps and Database Records
T&M
100-140 Hrs
-
$15,000
15
Training & Support
T&M
50-80 Hrs
-
$9,000
16
CMMS Support
T&M
120-180 Hrs
-
$20,000
17
Sewer System O&M
T&M
150-220 Hrs
-
$25,500
As -Assigned Tasks Total: $69,500
Project Total: $285,500
EEC Fee Proposal — WDR Compliance Services 25 A _3? August 13, 2015
A\\�
ENVIRONMENTAL_
2015 Fee Schedule
PERSONNELCHARGES
The charge for all time required for the performance of
the Scope of Work, including office, field and travel
time, will be billed at the hourly rate according to the
labor classifications set forth below:
Labor Classification Hourly Rate
Staff Engineer/Geologist/Scientist
$115
Sr Staff Engineer/Geologist/Scientist
$125
Project Engineer/Geologist/Scientist -1
$150
Project Engineer/Geologist/Scientist - II
$160
Sr Project Engineer/Geologist/Scientist- 1
$180
Sr Project Engineer/Geologist/Scientist - 11
$200
Principal Geologist
$225
Principal
$225
Project Assistant
$90
Technician
$90
Drafter
$110
Sr Technician
$105
Compliance Inspector
$105
Analyst GIS/Technology
$95
Sr Analyst GISfTechnology
$105
Specialist GISfrechnology
$115
Sr Specialist GIS/Technology
$125
Supervisor GIS/Technology
$145
Director/GIS Technology
$160
Construction Technician
$75
Construction Field Supervisor
$95
Construction Manager
$100
Sr Construction Manager
$125
Technical Editor
$95
Emergency response and client requested work during
non-standard business hours will be charged at a rate
of 1.25 times the standard hourly rate.
Travel
Vehicles used on project assignments will be
charged at $50 per day. Mileage is billed at the
current rate established by the Internal Revenue
Service plus mark up. Per Diem is billed at a unit
cost of $50 per day. Airfare, lodging, rental cars and
associated expenses are billed at cost plus mark up.
Field Equipment
Field Equipment is billed at standard unit costs.
Rate schedules are available upon request.
Subcontractors and Reimbursables
The costs of subcontractors, materials, equipment
rental and costs incurred will be charged at cost
plus 15%.
Other Project Charges
The cost of additional report reproduction and
special project accounting will be billed as
appropriate. Plotting plans are charged by size,
black and white or color, and by the number of
copies supplied.
Shiooing and Postage
Shipping charges include couriers and the postage
necessary will be charged at cost plus markup.
Interest Charges
Interest on late payments will be charged at the rate
of 1.5% per month.
When EEC Staff appear as expert witnesses at court
trials, mediation, arbitration hearings and depositions,
Payment Terms
their time will be charged at 2.0 times the standard
Net 30 days apply to all work performed and
rate. All time spent preparing for such trials, hearings,
invoiced unless superseded by a specific executed
and depositions, will be charged at the standard hourly
contract.
rate.
This Fee Schedule is adjusted each subsequent year to reflect the economic changes for the new year. The new schedule will apply to existing
and new assignments.
25A-34
Exhibit 4
FIRST AMENDMENT TO AGREEMENT WITH ELECTRO CONSTRUCTION CORP.
THIS FIRST AMENDMENT to the above -referenced Agreement is entered into on July 7, 2020, by
and between Electro Construction Corp., 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 No. N-2019-172 dated October 1, 2019 to provide for the
purchase and installation of retrofit LED lighting at the Eddie West Stadium through On Board
Financing ("OBF") with Southern California Edison ("Agreement").
B. The consultant has been unable to obtain the necessary parts and materials due to COVID-19.
The parties therefore agree to amend the Agreement to extend the termination date from
September 30, 2020 to December 31, 2020 to allow additional time to complete the services.
The Parties therefore agree:
Section 3, TERM, is amended to extend the termination date from September 30, 2020 to December
31, 2020.
2. Except as modified by this First Amendment, all terms and conditions of the Agreement as extended
shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to the Agreement
on the date and year first written above.
ATTEST
DAISY GOMEZ
Clerk of the Council
APPROVED AS TO FORM
SONIA R. CARVALHO
City Attorney
By:C`}.Gclutg- A. RED
LAURA A. ROSSINI
Acting Chief Assistant City Attorney
CITY OF SANTA ANA
KRISTINE RIDGE
City Manager
CONSULTANT
Mr. Rune Adam Jens
CEO
Electro Construction
Page 1 of 2
25A-35
Exhibit 4
RECOMMENDED FOR APPROVAL
LISA RUDLOFF
Executive Director,
Parks, Recreation and Community Services Agency
[First Amendment -Agreement with Electro Construction Corp.]
Page 2 of 2
25A-36
Exhibit 5
FIRST AMENDMENT TO AGREEMENT WITH NILA, INC. DBA NILA SPORTS
THIS FIRST AMENDMENT to the above -referenced Agreement is entered into on July 7, 2020, by
and between Nila, Inc., a California Corporation doing business as Nila Sports ("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. N-2019-186 dated October 1, 2019 to provide for the
purchase and installation of retrofit LED lighting at Jerome Park through On Board Financing
("OBF") with Southern California Edison ("Agreement').
B. The consultant has been unable to obtain the necessary parts and materials due to COVID-19.
The parties therefore agree to amend the Agreement to extend the termination date from
September 30, 2020 to December 31, 2020 to allow additional time to complete the services.
The Parties therefore agree:
1. Section 3, TERM, is amended to extend the termination date from September 30, 2020 to December
31, 2020.
2. Except as modified by this First Amendment, all terms and conditions of the Agreement as extended
shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to the Agreement
on the date and year first written above.
ATTEST
DAISY GOMEZ
Clerk of the Council
APPROVED AS TO FORM
SONIA R. CARVALHO
City Attorney
By: Lfig. A. R
LAURA A. ROSSINI
Acting Chief Assistant City Attorney
CITY OF SANTA ANA
KRISTINE RIDGE
City Manager
CONSULTANT
Mr. Jim Sanfilippo
President
Nila, Inc.
Page 1 of 2
25A-37
FOR APPROVAL
LISA RUDLOFF
Executive Director,
Parks, Recreation and Community Services Agency
[First Amendment -Agreement with Nila, Inc.]
Page 2 of 2
25A-38
EXHIBIT 6
REACH EMPLOYEE ASSISTANCE PROGRAM
SERVICES AGREEMENT
This Employee Assistance Program Services Agreement is made and entered into as of 7th day of
July, 2020, between REACH Employee Assistance, Inc. (hereinafter referred to as "REACH"), a
California corporation, 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 (hereafter
referred to as "City".)
Whereas REACH is engaged in the Employee Assistance Program Services business and desires
to service City; and
Whereas City desires to obtain the Employee Assistance Program Services of REACH.
IT IS THEREFORE AGREED AS FOLLOWS: This is a contract for service outlining the duties
and responsibilities of REACH Employee Assistance, hic, to the City of Santa Ana.
I. Below are listed the Scope of Services provided by the REACH:
Assessment/Counseling/Referral for Employees and Dependents.
A total assessment will be administered for a well-rounded analysis of the client's problem.
Employees and immediate family members are entitled to up to three (3) sessions per
incident every six (6) months. REACH provides professional assessment/counseling to the
point of referring the client to an outside counseling professional or agency. In addition,
REACH provides follow-up consultation. The number of sessions offered, within this limit,
will be at the sole discretion of the REACH counseling staff.
The City will be assigned a REACH liaison person. REACH provides quality, experienced
counselors knowledgeable in assessment skills to provide personal counseling to employees
and immediate family members. REACH also provides qualified and experienced staff to
assist management on all aspects of Employee Assistance Program. Dr Marcus Dayhoff is
administratively, operationally and clinically responsible for REACH.
A. Confidentiality and Release of Information
As a general rule REACH shall not disclose to the City the identity of City employees or
immediate family members of City employees who elect to participate in the REACH
Program offered under this Agreement.
Exceptions
Notwithstanding the above, REACH shall release to the City in writing the following
information on employees who have been referred into the REACH Program as a condition
of employment with the City:
25A-39
A) Whether employee has agreed to participate in the Assistance Program.
B) List of all appointments of employee kept and missed, together with reason, if any, for
missing the appointment.
C) Submission of the employee's anticipated treatment plan as a participant in the Program.
This plan shall consist of the following:
1) The anticipated number of visits, appointments, or sessions requested of the
employee.
2) The type of therapeutic procedures in general terms that the employee is to
receive during the employee's participation with the REACH Program or the
treatment provider(s).
3) Description of the treatment service provider the employee is referred to by
REACH.
4) Any other information not contained in the employee's treatment service
provider medical record deemed appropriate by the City to evaluate the employee's
participation in the Assistance Program.
D) Any conclusion or opinion of REACH or employee's treatment service provider that the
employee is limited or restricted in his/her ability to perform the employee's job duties, such
limitation may be, but not necessary, limited to physical, psychological, or medical reasons.
E) Any conclusion or opinion of REACH or employee's treatment service provider that
employee's participation may necessitate employee's absence from the City.
F) That employee has failed, refused, or otherwise has discontinued to proceed with the
REACH Program or any treatment service provider.
G) Report consisting of the following:
1) Diagnosis
2) Summary of treatment or therapeutic procedures
3) Disabilities, limitations, or restrictions of employee
4) Recommendation on further treatment.
The above information shall be considered confidential information not subject to disclosure by
REACH unless the City employee has on file with REACH and any treatment service provider in
the REACH Program an irrevocable authorization(s), RELEASE OF INFORMATION to the City.
On receipt of the City's request for the above information, REACH shall notify in writing, the City
employee of the City's request.
25A-40
NOTE: The City agrees that in cases where an employee agrees to be referred by management to
REACH, the Supervisor will seek written permission from the employee to inform REACH of the
circumstances leading up to the referral.
The City agrees to in no way insist or demand confidential information from the REACH program
on specific individuals who do not want their information released to the City.
Service Providers: Exceptions will also be made in cases when the employee and/or immediate
family members sign a written release authorizing the release of information by REACH to one or
more agreed upon service providers.
2. Definitions
a. "Client" shall mean an employee or his/her immediate family member participating
in the REACH EAP program.
b. "Treatment Service Providers" or "Service Providers" shall mean an outside
counseling professional or agency, referred by REACH, whose services will be paid by the
client.
3. Counseling Hours
REACH provides counseling hours from 8:00 a.m. to 8:00 p.m. Monday through Thursday,
Friday 8:00 to 5:00 p.m. and will respond appropriately and effectively to employee needs.
Every attempt will be made to see management referrals and employees in crisis as early as
possible to the time of call and no later than 24 hours (during business hours) of the call
being made. All other clients will be seen within 48 hours of the call being made.
The City agrees to provide REACH with names and telephone numbers of liaison
individual(s) at the City who can be contacted in cases of emergencies and keep REACH
appraised of changes in contacts and telephone numbers.
4, 24-Hour Availability, 7 days a week
REACH provides confidential intake and psycho -social assessment and counseling to the
point of referral to employees and their immediate family members with a 24 hour
telephone service. REACH assures that no calls go unanswered and that all crisis callers
receive courteous and prompt service. During non -business hours, all calls answered by the
REACH answering service will be connected to the on -call counselor. The REACHIine
number is 1-800-273-5273.
5. Location
Employees and family members will have a choice of counseling either at one of our several
conveniently located offices or at one of our service provider's office.
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6. Referral Network
When necessary, REACH will refer employees and dependents to appropriate, cost
effective, geographically convenient and high quality services provided by individuals and
agencies which have been screened by our staff.
7, Monitoring/Follow-up
REACH will monitor and follow-up as long as appropriate all people referred by the
REACH program to outside individuals and community resources to assure the problem is
resolved and that the person is satisfied with the quality of referrals. In cases of management
referrals, REACH will also follow-up regularly with the City on status of job performance.
8. Service Utilization Reports
REACH will provide quarterly confidential reports on service utilization, aggregate client
profiles, assessed problems and outcome at case closure. Customer satisfaction reports will
be available upon request by the City.
q. Benefits
The City agrees to provide REACH with copies of all the City employee benefit plans and
appraise REACH of all changes as they occur,
10. Avoiding Conflict of Interest
REACH agrees to avoid conflict of interest by providing up to three (3) referrals to clients
based on competency, geography and the most cost effective modality to deal with the
client's problem(s). No referrals will be made to the private practices of REACH counseling
staff members or to any private practitioner and/or agency with whom a REACH counselor
has an economic relationship. Only the City can make exceptions to this rule.
11. Alcoholism and Chemical Dependency Intervention Services
REACH provides job related alcoholism and chemical dependency intervention services as
required.
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12. Policy and Procedure
The City agrees to consider implementing a policy and procedure statement on employee
assistance when appropriate. REACH will provide technical assistance to the City staff in
writing a policy and procedure statement on employee assistance.
13. Training
REACH will provide Management and Supervisory training sessions annually. It is
recommended that no more than 25 managers/supervisors attend each session. The purpose
of these training sessions is to make managers and supervisors aware of City employee
assistance program policy and procedures, of how to identify poor job performance as it
relates to personal problems and to familiarize them with the processes of referrals and
follow-up. The effectiveness of each training session will be evaluated.
14. Management Guidelines
REACH supplies on request Management and Supervisor Employee Assistance Program
guidelines for inclusion in City personnel management guidelines.
15. Manager/Supervisor Consultation and Assistance
REACH will assist managers and supervisors calling REACHline for consultation on how
to deal with specific employee incidents or problems, which may require EAP intervention.
The City agrees to encourage managers and supervisors to take advantage of this
consultation service.
16. Program Promotion
The City agrees to support REACH in developing a yearly EAP program promotion plan,
a. EAT orientation classes for employees in groups of up to 50 will be available to
the City as a means of introducing City EAP policy and procedures and utilization of
REACH services.
b. "Munch & Learn" presentations will be conducted periodically upon request by
the City, at City locations to maximize utilization of REACH services.
C. REACH brochure & REACHIine cards will be supplied to the City for
distribution to all employees.
d. REACH Frontline will be electronically supplied to the City quarterly for
distribution to all supervisors.
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C. REACHline.com will be available for online use to all employees and family
members. Employees will be supplied a password as mentioned on REACH employee
brochure for online secure area access.
f. REACHIine Posters will be supplied from time to time to the City for posting on
official staff bulletin boards.
g. Originals of promotional materials for inclusion as short articles in internal staff
newsletter or as check staffers will be supplied upon request by the City.
h. REACH staff will participate at the City's employee benefit fair upon request.
i. REACH will assist with drafting of any EAP related materials to announce REACH
services to employees.
17. Quali
REACH conducts on -going quality assurance audits on all aspects of the program from
inception to end of the contract year. REACH will supply the City with quarterly reports.
11. THE CITY OF SANTA ANA REALIZES AND UNDERSTANDS
1. Top management support and commitment is essential to the success of the REACH
Employee Assistance Program at the City of Santa Ana.
2. REACH is a totally confidential program. The City will only be aware of employees
referred officially by management and information about that employee will not be released
without written consent of the employee.
3. REACH will not, in all cases, be able to resolve the employee's or dependent's problem(s) in
the set number of counseling sessions. In such cases the employee or family member will be
referred to quality, cost effective resources available within the community.
4. Employees and dependents will not be charged for the services provided by REACH. If
referrals are necessary, those referrals may result in additional cost to the City's benefit plan
and may result in added costs to the employee or family member.
5. The REACH program is made available to all full- and part-time employees and their
dependents. The REACH benefit starts on the first day of employment.
6. It is anticipated that the yearly employee utilization rate will be a minimum of 6-8%. The
REACH promotional program will aim at achieving at least this utilization rate.
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111. TERMS AND CONDITIONS
The Agreement period will be from January 1, 2021 to December 31, 2023.
2. The total cost to the City for the services to be provided to the City and its employees by
REACH under this Agreement shall be $1.85 per full time employee per month, and
$1.25 per part time employee per month. While the number of persons employed by the
City may fluctuate from time to time during the term of this Agreement, the City agrees the
amount of compensation payable to REACH during the term of the Agreement shall be
based on the number of persons employed by the City at the beginning of the month
invoiced for. The beginning employee count will be 1285 full time and 227 part time.
The City will be invoiced on the first of each month for that month's installment. Checks
will be made payable to REACH Employee Assistance, Inc. and mailed to 650 N. Rose
Drive, #350, Placentia, CA 92870 - Attn.: Accounts Receivable.
4. The City will make payment within 30 days from the date of the receipt of the invoice from
REACH Employee Assistance, Inc.
5. REACH Employee Assistance, hic. agrees to indemnify, defend, and hold harmless the
City, its officers, employees, agents and representatives, from any and all claims, demands,
purported liability, or consequential damages of any kind or nature arising out of or in
connection with REACH's acts or omissions in carrying out the terns of this Agreement or
exercising the rights herein granted; excepting those claims, demands, purported liability, or
consequential damages which arise out of the sole negligence of City.
6. REACH agrees to maintain during the course of this Agreement the following insurance
coverage:
a) Comprehensive general liability insurance coverage, including personal injury and
contractual liability coverage, in an amount equal to One Million Dollars
($1,000,000.00) per occurrence, combined single limit;
b) Worker's Compensation insurance as required by State of California statutes;
c) Professional liability insurance with a One Million Dollar ($1,000,000.00) limit, per
occurrence. REACH agrees to keep such policy in force and effect for at least five
(5) years from the date of completion of this Agreement.
Also, the City of Santa Ana, its officers, agents and employees will be named as additional
insured on the above referred comprehensive general liability coverage and REACH will
provide an endorsement to that effect. Such insurance shall (a) name the City, its officers,
employees, agents, volunteers and representatives as additional insured(s); (b) be primary,
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and not contributory with respect to insurance or self-insurance programs maintained by
the City; and (c) contain standard separation of insured's provisions. Such insurance will
be evidenced by certificate and issued by companies licensed to do business in California
and acceptable to the City. Before REACH performs any work, it will furnish certificates of
insurance and endorsements, as required by City, evidencing the aforementioned general
liability, and professional liability insurance coverages on forms acceptable to the City
which shall provide that the insurance in force not be canceled or modified without 30 days
prior written notice to the City.
In the absence of satisfactory insurance coverage, City may, at its option: (a) procure
insurance with collection rights for premiums, attorney's fees and costs against REACH
by way of set-off or recoupment from the sums due REACH, at City's option; (b)
immediately terminate this Agreement; or (c) self insure the risk, with all damages and
costs incurred, by judgment, settlement or otherwise, including attorney's fees and costs,
being collectible from REACH, by way of set-off or recoupment from any sums due
REACH.
7. NO ASSIGNMENT. REACH shall not assign or transfer this Agreement or any rights
hereunder without the prior written consent of the City and approval by the City's City Attorney,
which may be withheld in the City's sole discretion. Any unauthorized assigned or transfer shall
be null and void and shall constitute a material breach by REACH of its obligations under this
Agreement. No assignment shall release the original parties or otherwise constitute a notation.
8 COMPLIANCE WITH LAWS. REACH shall comply with all Federal, State, County and
City laws, ordinances, rules and regulations, which are, as amended from time to time,
incorporated herein and applicable to the performance hereof.
9. ATTORNEY FEES. If any action at law or in equity is brought to enforce or interpret the
terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs
and necessary disbursements in addition to the relief to which such party may be entitled.
10. INTERPRETATION.
(a) Applicable Law. This Agreement, and the rights and duties of the parties hereunder
(both procedural and substantive), shall be governed by and construed according to the
laws of the State of California, with venue in Orange County.
(b) Entire Agreement. This Agreement, including any exhibits attached hereto, constitutes
the entire agreement and understanding between the parties regarding its subject matter
and supersedes all prior or contemporaneous negotiations, representations,
understandings, correspondence, documentation and agreements (written or oral). To the
extent there is any conflict or inconsistency between the terms and provisions of this
Agreement and the exhibits attached hereto, the terms and provisions of this Agreement
shall govern the rights and obligations the parties hereto.
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(c) Written Amendment. This Agreement may only be changed by written amendment
signed by REACH and the City Manager of the City or other authorized representative of
the City, subject to any requisite authorization by the City Council. Any oral
representations or modifications concerning this Agreement shall be of no force or effect.
(d) Severability. If any provisions of this Agreement is held by any court of competent
jurisdiction to be invalid, illegal, void, or unenforceable, such portion shall be deemed
severed from this Agreement, and the remaining provisions shall nevertheless continue in
full force and effect as fully as though such invalid, illegal, or unenforceable portion had
never been part of this Agreement.
(e) Order of Precedence. In case of conflict between the terms of this Agreement and the
terms contained in any document attached as an exhibit or otherwise incorporated by
reference, the terms of this Agreement shall strictly prevail.
(f) Choice of Forum. The parties hereby agree that this Agreement is to be executed in
accordance with the applicable laws of the State of California, is entered into and is to be
performed in the City of Santa Ana and that all claims or controversies arising out of or
related to performance under this Agreement shall be submitted to and resolved in a
forum within the City of Santa Ana at a place to be determined by the rules of the forum.
11. TIME OF ESSENCE. Time is strictly of the essence of this Agreement and each and
every covenant, term and provision hereof.
12, AUTHORITY OF REACH. REACH hereby represents and warrants to the City that
REACH has the right, power, legal capacity and authority to enter into and perform its
obligations under this Agreement, and its execution of this Agreement has been duly authorized.
13. NOTICES. Any notice or demand to be given by one party to the other shall be given in
writing and by personal delivery or prepaid first-class, registered or certified mail, addressed as
follows. Notice simply to the City of Santa Ana or any other City department is not adequate
notice.
To City: Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza ,(Y-301
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax 714- 647-6956
9
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Copies to: Executive Director of the Human Resources Agency
City of Santa Ana
20 Civic Center Plaza (M-24)
P.O. Box 1988
Santa Ana, California 92702
Fax 714-647-6930
City Attorney
City of Santa Ana
20 Civic Center Plaza (M-29)
P.O. Box 1988
Santa Ana, California 92702
Fax 714- 647-6515
If to REACH: REACH Employee Assistance, Inc.
101 East Lincoln Avenue, Suite 230
Anaheim, CA 92805
Attn.: Dr. Marcus Dayhoff
Fax:714-533-5700
Any such notice shall be deemed to have been given upon delivery, if personally delivered, or, if
mailed, upon receipt or upon expiration of three (3) business days from the date of posting,
whichever is earlier. Either party may change the address at which it desires to receive notice
upon giving written notice of such request to the other party.
14. TERMINATION FOR CONVENIENCE (Without Cause). The City or REACH may
terminate this Agreement in whole or in part at any time, for any cause or without cause, upon
sixty (60) calendar days' written notice to the other. If the Agreement is thus terminated by the
City for reasons other than REACH's failure to perform its obligations, the City shall pay
REACH a prorated amount based on the services satisfactorily completed and accepted prior to
the effective date of termination. Such payment shall be REACH's exclusive remedy for
termination without cause.
15. DEFAULT. In the event either party materially defaults in its obligations hereunder, the
other party may declare a default and terminate this Agreement by written notice to the defaulting
party. The notice shall specify the basis for the effective date of termination stated in such notice,
which date shall be no sooner than ten (10) days after the date of the notice.
Termination for cause shall relieve the terminating party of further liability or responsibility
under this Agreement, including the payment of money, except for payment of services
satisfactorily and timely performed prior to the service of the notice of termination, and except
for reimbursement of (1) any payments made by the City for service not subsequently performed
in a timely and satisfactory manner, and (2) costs incurred by the City in obtaining substitute
performance.
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25A-48
16. EQUAL EMPLOYMENT OPPORTUNITY. During the performance of this Agreement,
REACH agrees as follows:
a. REACH shall not discriminate against any employee or applicant for employment
because of race, color, religion, sex, sexual orientation, gender identity, national origin or
mental or physical disability, or any other protected category prohibited by state or federal.
lac. REACH will ensure that applicants are employed and that employees are treated
during employment, without regard to race, color, religion, sex, national origin or mental
or physical disability. Such actions shall include, but not 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 training,
including apprenticeship. REACH agrees to post in conspicuous places, available to all
employees and applicants for employment, a notice setting forth provisions of this non-
discrimination clause.
b. REACH shall, in all solicitations and advertisements for employees placed by, or on
behalf of REACH, state that all qualified applicants will receive consideration for
employment without regard to race, color, religion, sex, national origin, or mental or
physical disability.
c. REACH shall cause the foregoing paragraphs (a) and (b) to be inserted in all subcontracts
for any work covered by this Agreement, provided that the foregoing provisions shall not
apply to subcontracts for standard commercial supplies or raw materials.
19. CONFLICT. REACH hereby represents, warrants and certifies that no member, officer or
employee of REACH is a director, officer or employee of the City, or a member of any of
its boards, commissions or committees, except to the extent permitted by law.
(Signatures on Following Page)
it
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year
first above written
ATTEST:
DAISY GOMEZ
Clerk of the Council
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By: A. R�
Laura A. Rossini
Acting Chief Assistant City Attorney
)ED FOR PROVAL:
STEVEN Nk.fHAM
Executive Mector
Human Resources Agency
CITY OF SANTA ANA
KRISTINE RIDGE
City Manager
REACH Employee Assistance, Inc.
By: cu*a 4 J �.
Marcus Dayhoff
CEO & Clinical Director
12
25A-50
EXHIBIT 7
LEGAL SERVICES AGREEMENT WITH
TALLEY & TALLEY LAW, APC
This AGREEMENT, made and entered into on this I' day of July, 2020, by and between Talley
& Talley Law, APC ("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, including but not limited to, collaborating on a
day-to-day basis with the City Attorney and executive staff, ensuring legal issues are
addressed in a thorough and timely manner, and defending the City, its employees and its
officials.
B. Attorneys represent that they are licensed to practice law in the State of California, have
special experience and knowledge related to administrative and litigation matters concerning
general liability, personnel and police 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 On an as -needed basis, and at the sole discretion of the
City, City hereby agrees to and does retain Attorneys, for the compensation hereinafter specified, to
assist the City Attorney. Attorneys shall collaborate with the City Attorney and City Attorney's
Office staff, regarding general litigation, personnel and police matters, as well as general advice and
legal review on a case -by -case basis when urgent matters arise. Attorneys will ensure legal issues
are addressed in a thorough and timely manner, and will defend the City, its employees and its
officials. 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. City agrees to compensate Attorneys, and Attorneys agree to accept from City, as and
for payment in full for the foregoing services at a billed rate of $295 per hour for partners and of
counsel, $200 per hour for associates, and $135 per hour for paralegals.
b. The total sum to be expended under this Agreement shall not exceed $250,000.
C. City agrees to reimburse Attorneys for out-of-pocket expenses, including but not
limited to, mileage, copying costs, service of process, and mail services authorized by the City
Attorney in connection with the performance of duties under this Agreement. hi -house printing,
copying, and reproduction charges will be reimbursed at the rate of 20 cents per page. Automobile
travel will be reimbursed at the standard mileage rate in effect at the time of billing by the hiternal
25 1-51
Revenue Service. 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.). City acknowledges that the
fees incurred for work performed by Attorneys on its behalf are due and owing within 30 days of
the work being performed. At Attorneys' discretion, they may choose to defer payment.
Notwithstanding this, City agrees that it shall tender payment within 30 days of written demand
by Attorneys for payment. Unless expressly stated thereon, monthly statements generated by
Attorneys shall not constitute written demand, but shall simply be a written reflection of work
performed and fees incurred.
4. CONTROL OF LEGAL MATTERS 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, 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 July 1, 2020 and terminate on June
30, 2021, unless terminated earlier pursuant to Section 15 below. The term of this Agreement may
be extended for up to one (1) year upon a writing executed by both parties, including the City Manager
and the City Attorney.
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 $500,000 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
25A-52
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,
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 telegraphic
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)
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P.O. Box 1988
Santa Ana, California 92702
Facsimile (714) 647-6515
To Attorneys: Cristina Talley, Esq
Talley & Talley Law, APC
23461 South Pointe Drive, Suite 130
Laguna Hills, CA 92653
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 terms 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
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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 equal
opportunity employer and shall comply with all applicable federal, state and local laws and
regulations.
17. JURISDICTION— VENUE This Agreement has been executed and delivered in the State
of California and the validity, interpretation, performance, and enforcement of any of the clauses
of this Agreement shall be determined and governed by the laws of the State of California. Both
parties further agree that Orange County, California, shall be the venue for any action or
proceeding that may be brought or arise out of, in connection with or by reason of this Agreement.
18. 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 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.
19. COUNTERPARTS; SIGNATURES This Agreement may be executed in counterparts,
secured via facsimile 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. City
further acknowledges that it has read and received a copy the full text Section 6148 of the
California Business and Professions Code prior to signing this Agreement.
20. NO GUARANTEES City understands and acknowledges that there are certain risks and
uncertainties in the pursuit of any matter for which Attorneys have been retained, that law is not
an exact science, that Attorneys have made no representations or guarantees of success regarding
the conclusion of any particular matter, and that all expressions relative thereto are matters of
Attorneys' opinion only. In other words, Attorneys make no representations or guarantees of
success regarding any matter.
[signature page to follow]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first
above written.
ATTEST:
CITY OF SANTA ANA
Daisy Gomez Kristine Ridge
Clerk of the Council City Manager
RECOMMENDED FOR APPROVAL: TALLEY & TALLEY LAW, APC
for ,
SONIA R. CARVALHO Cristina Talley.
City Attorney's Office , sqPartner
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