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Home My WebLink About FULL PACKET_2011-12-19 MINUTES OF THE REGULAR MEETING OF THE CITY COUNCIL OF THE CITY OF SANTA ANA, CALIFORNIA DECEMBER 5, 2011 CLOSED SESSION MEETING CALLED TO ORDER COUNCIL CHAMBER 22 CIVIC CENTER PLAZA SANTA ANA, CA 5:02 P.M. ATTENDANCE COUNCILMEMBERS Present: MIGUEL PULIDO, Mayor CLAUDIA C. ALVAREZ, Mayor Pro Tern (5:14 P.M.) P. DAVID BENAVIDES CARLOS BUSTAMANTE (5:06 p.m.) MICHELE MARTINEZ VINCENT F. SARMIENTO SAL TINAJERO (5:14 p.m.) COUNCILMEMBERS Absent: None STAFF Present: PAUL M. WALTERS, Interim City Manager JOSEPH STRAKA, Interim City Attorney MARIA D. HUIZAR, Clerk of the Council PUBLIC COMMENTS - None COUNCIL RECESSED to Room 147 for Closed Session discussion. CLOSED SESSION ITEMS 1A CONFERENCE WITH LABOR NEGOTIATOR pursuant to Government Code Section 54957.6 Agency Negotiators: Personnel Services Executive Director, Ed Raya CITY COUNCIL MINUTES 1 DECEMBER 5, 2011 1 0A-1 Employee Organizations: Santa Ana Police Officers Association (POA) Santa Ana Police Management Association (PMA) Santa Ana Firemen's Benevolent Association (FBA) Santa Ana Fire Management Association (FMA) Service Employees' International Union (SEIU) Full-Time Employees Service Employees' International Union (SEIU) Part-time Civil Service Employees Confidential Association of Santa Ana (CASA) Santa Ana Management Association (SAMA) Agency Negotiator: Interim City Manager, Paul M. Walters Employee Organizations: Executive Management (EM) 1 B PUBLIC EMPLOYEE EMPLOYMENT AND APPOINTMENT pursuant to Government Code Section 54957(b)(1) Title: City Attorney CLOSED SESSION REPORT - See Item 19A. for Report. ADJOURNED THE CLOSED SESSION MEETING AT 5:59 P.M. AND CONVENED TO THE REGULAR OPEN MEETING CITY COUNCIL MINUTES 2 DECEMBER 5, 2011 1 0A-2 REGULAR OPEN SESSION CALLED TO ORDER COUNCIL CHAMBER 22 CIVIC CENTER PLAZA SANTA ANA, CA 6:02 P.M. ATTENDANCE COUNCILMEMBERS Present: MIGUEL PULIDO, Mayor CLAUDIA C. ALVAREZ, Mayor Pro Tern P. DAVID BENAVIDES CARLOS BUSTAMANTE MICHELE MARTINEZ VINCENT F. SARMIENTO SAL TINAJERO COUNCILMEMBERS Absent: None STAFF Present: PAUL M. WALTERS, Interim City Manager JOSEPH STRAKA, Interim City Attorney MARIA D. HUIZAR, Clerk of the Council PLEDGE OF ALLEGIANCE MAYOR PULIDO INVOCATION Barry Summers, Police Chaplain *Mayor Pulido left the meeting at 6:05 p.m. and did not return. Mayor Pro Tern Alvarez assumed the Chair and presided over the meeting. SPECIAL PRESENTATION - Orange County Human Relations Commission Annual Report 2010-2011 presented by Don Han CLOSED SESSION REPORT - See Item 19A for report. PUBLIC COMMENT • Lilia Ramos, commented on proposed relocation of Chivas USA to the City of Santa Ana and opined that Willowick location not conducive for major league soccer team because of proximity to residential neighborhood; concerned with traffic and lack of freeway accessibility. CITY COUNCIL MINUTES 3 DECEMBER 5, 2011 1 0A-3 • Tom Flammang, President of Wellington Place Homeowners Association, also commented on proposed relocation of Chivas; concerned with trash and traffic congestion as remarked by the residents of the City of Carson where they are currently located; opposed to project. • Tom Lutz, requested an update on proposed relocation of Chivas USA, have not received update since Memorandum of Agreement approved; noted that petition being circulated to stop relocation to Santa Ana Stadium and Willowick sites. o Mayor Pro Tem Alvarez noted that Mayor Pulido indicated to her that there was nothing to report on the project. • Herb Rose, opposed to agenda item 19C - the destruction of records; urged the City Council to review documents submitted by those opposed to PBID and reconsider position on disestablishment of PBID/CMD. • Rene Guzman, thanked Councilmembers Benavides, Bustamante, and Sarmiento for resolving street issue in the Mid-City area and wished all Happy Holidays. • Sam Romero, commented on vote in Washington Square neighborhood regarding barricades not constitutional and overturned; opined that the formation of CMD not done properly. • Fina Chavez, commented on need to review Downtown Inc. budget; urged City Council to disestablish PBID. • Bobi Keenan, reiterated objection to relocation of Chivas USA to Willowick site; requested status on project. • Tixoc Ventero (spoke in Spanish), opposed to proposed transfer of Santa Ana Library to County Library; family has benefitted from education programs offered. • Rob Cook, commented on proposed Ward re-boundary; opined that proposed demographic changes are conservative. CONSENT CALENDAR ITEMS MOTION: Approve Consent Calendar Items 10A through 39A with the following modifications: • Mayor Pro Tern Alvarez recorded a "No" on Item 19C; • Councilmember Martinez pulled Item 20B for separate discussion; and • Councilmember Sarmiento pulled Item 25B for separate discussion MOTION: Benavides SECOND: Martinez VOTE: AYES: Alvarez, Benavides, Bustamante, Martinez, Sarmiento, Tinajero (6) NOES: None (0) ABSTAIN: None (0) ABSENT: Pulido (1) CITY COUNCIL MINUTES 4 DECEMBER 5, 2011 1 0A-4 Items removed for separate" action or modified are highlighted. Separate actions show the actual vote." Items without votes are adopted as part of the consent motion. ADMINISTRATIVE MATTERS MINUTES 10A MINUTES OF THE ADJOURNED REGULAR MEETING OF NOVEMBER 28, 2011 - Clerk of the Council Office MOTION: Approve Minutes. BOARDS / COMMISSIONS / COMMITTEES 13A APPOINTMENT - HISTORIC RESOURCES COMMISSION - NOMINATED BY COUNCILMEMBER BENAVIDES AS THE WARD 4 REPRESENTATIVE FOR A FULL TERM EXPIRING DECEMBER 9, 2014 - Clerk of the Council Office MOTION: Appoint. Residing Name Board/Commission Ward Alberta D. Christy Historic Resources Commission 4 (Replaces D. Rogers) 13B APPOINTMENT OF MEMBER TO THE SANTA ANA WORKFORCE INVESTMENT BOARD - Community Development Agency MOTION: Appoint Maritza Rodriquez Farr, Director of the Family Self Sufficiency Division, as the Social Services representative on the Santa Ana Workforce Investment Board. MISCELLANEOUS ADMINISTRATION 19A CLOSED SESSION REPORT - Nothing to report. 19B EXCUSED ABSENCES - None 19C DESTRUCTION OF OBSOLETE CITY RECORDS - City Manager's Office CITY COUNCIL MINUTES 5 DECEMBER 5, 2011 1 0A-5 MOTION: Approve the requests for the destruction of obsolete records from various City departments in accordance with the retention schedule outlined in City Council Resolution 2006-045. *Mayor Pro Tern Alvarez voted "No" on Item 19C. 19D REQUEST FOR PROPOSALS FOR PROVIDING CARNIVALS AT CITY PARKS - Parks, Recreation & Community Services Agency MOTION: Authorize the Parks, Recreation and Community Services Agency to issue a Request for Proposals (RFP) to qualified companies to provide nine carnivals at City parks. BUDGETARY MATTERS APPROPRIATION ADJUSTMENTS 20A COOPERATIVE AGREEMENT WITH OCTA FOR VIDEO SURVEILLANCE SYSTEM AT SANTA ANA REGIONAL TRANSPORTATION CENTER (PROJECT 126767) - Public Works Agency MOTION: Approve an appropriation adjustment. (Requires five affirmative votes) APPROPRIATION ADJUSTMENT NO. 2012-097 - Accepting funds in the amount of $50,929 into the Measure M Street Construction Fund and appropriating $50,929 to the OCTA Transitway Project Fund for construction inspection by City staff for the video surveillance system at Santa Ana Regional Transportation Center. 20B BRISTOL STREET BIKE LANE EXTENSION -`Public Works Agency Councilmember Martinez commented on grant received to extend bike lane; thanked staff for efforts. MOTION: Approve an appropriation adjustment. (Requires five affirmative votes) APPROPRIATION ADJUSTMENT NO. 2012-098 - Accepting funds in the amount of $64,800 into the Select Street Construction Revenue Run for Federal Grants and appropriating $64,800 to the Select Street Construction Expense Fund for Improvements Other Than Buildings for the Bristol Street bike lane extension. CITY COUNCIL MINUTES 6 DECEMBER 5, 2011 1 0A-6 MOTION: Martinez SECOND: Bustamante VOTE: AYES: Alvarez, Benavides, Bustamante, Martinez, Sarmiento, Tinajero (6) NOES: None (0) ABSTAIN: None (0) ABSENT: Pulido (1) AGREEMENTS MOTION: Authorize the City Manager and Clerk of the Council to execute the following agreements, subject to non-substantive changes approved by the City Manager and City Attorney and/or actions as noted on the Request for Council Action report. (Item 25A, and 25C through 25E) 25A AGMT NO. 2011-259 - PARKING MANAGEMENT SERVICES - Execute an amendment with Parking Concepts, Inc. of Los Angeles in an amount not to exceed $31,200 for a one-year term - Community Development Agency 25B AGMT NO. 20117260 GRAND CENTRAL LEASE AGREEMENT Community Development Agency Councilmember Sarmiento commented on need to extend program to university students. MOTION: Authorize the City Manager and Clerk of the Council to execute an amendment with California State University, Fullerton, subject to non-substantive changes approved by the City Manager and City Attorney and/or actions as noted on the Request for Council Action report. MOTION: Sarmiento SECOND: Martinez VOTE: AYES: Alvarez, Benavides, Bustamante, Martinez, Sarmiento, Tinajero (6) NOES: None (0) ABSTAIN: None (0) ABSENT: Pulido (1) CITY COUNCIL MINUTES 7 DECEMBER 5, 2011 1 0A-7 25C AGMT NO. 2011-261 - PROVIDE ANNUAL SOFTWARE MAINTENANCE AND SUPPORT - Execute an amendment with GeoSpatial Technologies, Inc., in an amount not to exceed $20,898 - Police Department 25D AGMT NO. 2011-262 - PROVIDE INSTRUCTIONAL SERVICES - With Orange County Children's Therapeutic Arts Center (OCCTAC) for the CAL GRIP Grant Program in an amount not to exceed $36,000 - Police Department 25E AGMT NO. 2011-263 - CITYWIDE COMMUNICATION AND CCTV SYSTEMS MAINTENANCE AND SUPPORT SERVICES (MEASURE M) - Execute an amendment with Crosstown Electrical & Data, Inc., extending the agreement to June 30, 2012 in an amount of $25,000 for a total amount not to exceed $75,000 - Public Works Agency LAND USE MATTERS MISCELLANEOUS - LAND USE 39A MITIGATED NEGATIVE DECLARATION NO. 2011-83 FOR WILLARD INTERMEDIATE PARK IMPROVEMENTS - Parks, Recreation & Community Services Agency MOTION: Adopt Mitigated Negative Declaration for Environmental Review Nos. 2011-83 (Willard Intermediate Park). **END OF CONSENT CALENDAR** BUSINESS CALENDAR ITEMS RESOLUTIONS 55A RESOLUTION AFFIRMING THE ADOPTION OF MEASURE M2 YEAR- END EXPENDITURE REPORT - Public Works Agency MOTION: Adopt a resolution. RESOLUTION NO. 2011-084 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA ADOPTING THE FY 2010/11 MEASURE M2 EXPENDITURE REPORT FOR THE CITY OF SANTA ANA CITY COUNCIL MINUTES 8 DECEMBER 5, 2011 1 0A-8 MOTION: Martinez SECOND: Sarmiento VOTE: AYES: Alvarez, Benavides, Bustamante, Martinez, Sarmiento, Tinajero (6) NOES: None (0) ABSTAIN: None (0) ABSENT: Pulido (1) PUBLIC HEARINGS 75A PUBLIC HEARING - VARIANCE NO. 2011-10 TO REDUCE THE LOT FRONTAGE AND ABANDONMENT NO. 2010-03 TO VACATE A PORTION OF CONCORD STREET SOUTH OF FRUIT STREET TO ALLOW TWO SINGLE FAMILY DWELLINGS AT 719 NORTH CONCORD STREET (Public Works Agency) - Planning and Building Agency Set for public hearing at the November 7, 2011 City Council Meeting by a vote of 7-0. Recommended Action approved by the Planning Commission on October 10, 2011 by a 6-0 vote (Alderete absent). Legal Notice published in the O.C. Reporter on November 11, 2011 and November 18, 2011. Mayor Pro Tern Alvarez opened the Public Hearing; there were no speakers and the Hearing closed. MOTION: 1. Adopt a resolution. RESOLUTION NO. 2011-085 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING VARIANCE NO. 2011-10 AS CONDITIONED TO ALLOW A REDUCTION IN STREET FRONTAGE TO ALLOW TWO SINGLE FAMILY DWELLINGS AT 719 NORTH CONCORD STREET 2. Adopt a resolution. RESOLUTION NO. 2011-086 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA TO VACATE A PORTION OF CITY COUNCIL MINUTES 9 DECEMBER 5, 2011 1 0A-9 STREET RIGHT-OF-WAY ADJACENT TO 719 NORTH CONCORD STREET (ABANDONMENT NO. 2010-03) MOTION: Benavides SECOND: Martinez VOTE: AYES: Alvarez, Benavides, Bustamante, Martinez, Sarmiento, Tinajero (6) NOES: None (0) ABSTAIN: None (0) ABSENT: Pulido (1) 75B SET A PUBLIC HEARING TO CONSIDER CHANGING THE BOUNDARY LINES OF COUNCIL WARDS - Clerk of the Council Office MOTION: 1. Adopt a resolution. RESOLUTION NO. 2011-087 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA, DECLARING ITS INTENTION TO CHANGE BOUNDARY LINES OF WARDS, AND FIXING THE TIME AND PLACE OF A PUBLIC HEARING THEREON 2. Reschedule a public hearing for December 19, 2011. MOTION: Martinez SECOND: Benavides VOTE: AYES: Alvarez, Benavides, Bustamante, Martinez, Sarmiento, Tinajero (6) NOES: None (0) ABSTAIN: None (0) ABSENT: Pulido (1) COUNCIL RECESSED AT 6:36 P.M. TO THE COMMUNITY REDEVELOPMENT AGENCY, FOLLOWED BY THE SANTA ANA HOUSING AUTHORITY MEETING; THE CITY COUNCIL MEETING RECONVENED AT 6:37 P.M. WITH SAME MEMBERS PRESENT. CITY COUNCIL MINUTES 10 DECEMBER 5, 2011 1 0A-10 COMMENTS 90A CITY MANAGER'S COMMENTS - None 90B CITY COUNCILMEMBER COMMENTS Councilmember Martinez: • Thanked outgoing President of California State University, Fullerton (CSUF) Dr. Milton Gordon for all his accomplishments, large Latino graduation rate, and diversifying university; wished him well on his retirement; • PREY Council Committee discussed outsourcing library services; will bring back item for discussion in January; and • Attended recent grand opening of building by George Pla on 17th and Cabrillo; will bring opportunities to Santa Ana residents. Councilmember Sarmiento: • Thanked all speakers for attending meeting and Mr. Guzman for bringing street issue to his attention. Mayor Pro Tern Alvarez: • Attended reception for CSUF outgoing President Dr. Gordon; noted that entering class has higher Latino population and greater graduation rate than California State University, Los Angeles at 40%; impressed with progress and requested a proclamation at the January City Council meeting; • Attended St. Joseph's Theater 12 Days of Christmas" program; kudos to students for great event; and • Encouraged all to shop in Santa Ana during the holidays and if able, participate in "Toys for Tots" program. ADJOURNED 6:46 P.M. - The next meeting of the City Council is scheduled for Monday, December 19, 2011 at 5:00 p.m. for the Closed Session Meeting immediately followed by the Regular Open Business Meeting at 6:00 p.m. in the Council Chamber, 22 Civic Center Plaza, Santa Ana, California. Maria D. Huizar, Clerk of the Council CITY COUNCIL MINUTES 11 DECEMBER 5, 2011 1 0A-11 1 0A-12 MINUTES OF THE SPECIAL MEETING OF THE CITY COUNCIL OF THE CITY OF SANTA ANA, CALIFORNIA DECEMBER 12, 2011 CLOSED SESSION MEETING CALLED TO ORDER COUNCIL CHAMBER 22 CIVIC CENTER PLAZA SANTA ANA, CA 5:08 P.M. ATTENDANCE COUNCILMEMBERS Present: MIGUEL PULIDO, Mayor CLAUDIA C. ALVAREZ, Mayor Pro Tern (5:19 P.M.) P. DAVID BENAVIDES MICHELE MARTINEZ VINCENT F. SARMIENTO SAL TINAJERO (5:18 P.M.) COUNCILMEMBERS Absent: CARLOS BUSTAMANTE STAFF Present: PAUL M. WALTERS, Interim City Manager JOSEPH STRAKA, Interim City Attorney MARIA D. HUIZAR, Clerk of the Council PUBLIC COMMENTS - None COUNCIL RECESSED to Room 147 for Closed Session discussion. CLOSED SESSION ITEMS 1A CONFERENCE WITH LABOR NEGOTIATOR pursuant to Government Code Section 54957.6 Agency Negotiators: Personnel Services Executive Director, Ed Raya Employee Organizations: Santa Ana Police Officers Association (POA) CITY COUNCIL MINUTES 1 DECEMBER 12, 2011 1 0B-1 Santa Ana Police Management Association (PMA) Santa Ana Firemen's Benevolent Association (FBA) Santa Ana Fire Management Association (FMA) Service Employees' International Union (SEIU) Full-Time Employees Service Employees' International Union (SEIU) Part-time Civil Service Employees Confidential Association of Santa Ana (CASA) Santa Ana Management Association (SAMA) Agency Negotiator: Interim City Manager, Paul M. Walters Employee Organizations: Executive Management (EM) 1 D PUBLIC EMPLOYEE EMPLOYMENT AND APPOINTMENT pursuant to Government Code Section 54957(b)(1) Title: City Attorney CLOSED SESSION REPORT - Nothing to report. ADJOURNED - 6:12 p.m. Maria D. Huizar, Clerk of the Council CITY COUNCIL MINUTES 2 DECEMBER 12, 2011 1 0B-2 • MINUTES OF A REGULAR MEETING OF THE CITY COUNCIL COMMITTEE ON PARKS, RECREATION, EDUCATION AND YOUTH August 3, 2011 CALL TO ORDER The regular meeting convened at 4:40 p.m. in the City Hall, Room 831, 20 Civic Center Plaza, Santa Ana, California. ATTENDANCE Council members Present Michele Martinez (Chair); Sal Tinajero (Arrived at 4:55pm) Vincent Sarmiento Staff Present: Gerardo Mouet, Executive Director; Joe Straka, Interim City Attorney; Ron Ono, Administrative Services Manager; Jose • Perez, Community Services Supervisor; Heather Folmar, Library Operations Manager; Cheryl Eberly, Senior Librarian; Hiram Uribe, Graphic Designer I. Public Present Andrew Galvin, O.C. Register Alex Vega, S.A.S & B.A C.C.M.O.c. Edgar Vazquez, SA Soccer & Business Association Manual Quintana, Golden Baseball • APPROVAL OF MINUTES • Minutes of May 31, 2011 accepted as presented. • PUBLIC COMMENTS: • Alex Vega - expressed appreciation to Gerardo and staff for their efforts in resolving various soccer ssues. He also indicated Santa Ana Soccer and Business Association is now Santa Ana Sports and Business Association and will include other sports such as baseball, basketball, soccer, and football. He is also working with the city on the 4th of July & Parade Event. • Edgar Vasquez - Thanked Parks, Recreation & Community Services for their support. PREY Regular Meeting - MINUTES 1 August 3, 2011 13A-1 • • REVIEW OF LIBRARY HOURS • Staff presented the current Library hours of Operation, the Library budget and the public request to open on Sundays. Staff indicated the Libraries are open when the children most need the library. • Gerardo Mouet indicated given the expected budget challenges, staff will address the concerns on library hours in a future budget analysis. • Councilmember Sarmiento requested the item be left on the agenda as they look into the overall city budget issues. o Requested staff to look at the peak hours and can they be adjusted, but not add additional hours. • Gerardo Mouet indicated an alternative would be to open Library Study Areas in Recreation Centers when centers are open. • Councilmember Sarmiento asked if the goal is to provide study areas and not check out books. Requested staff to provide cost estimates on 1) to open libraries on Sunday and 2) to open recreation centers on Sunday. • Councilmember Martinez asked staff to look into the possiblility of a foundation to help support the library. The City of Stanton has a foundation that provides funding to support library services. • SEEDS TO TREES DIGITAL ACADEMY • Staff indicated this is an annual grant in the amount of $150,000 in partnership with Rancho Santiago College to provide a 5 level program. Level • 1 is a 5 week introductory program on digital media, On-the-job experience, mentoring and tutoring. Level 2 is a 16 week program on Vocational Training, On-the-job experience, Leadership and Life Skill Training. Level 3 is an 8 week program which will include college skills work shop, life skills training, career/job search workshops and entrepreneur training. Level 4 is a 12 week program for the 12 top performing participants. The program will include marketing courses and training, mentoring, job searching college assistance and digital portfolio development. Level 5 includes monthly follow ups for 12 months to provide academic/job retention support, coaching and college transition assistance. • Councilmember Martinez indicated businesses are also asking training for teens in the social media area. • Councilmember Tinajero indicated he was very pleased with comments from the public that the library is a safe place to go. • Councilmember Sarmiento requested staff share their success stories with our P10 staff. • FIVE ON FIVE RULE IN PARKS • Jose Perez presented an update on the Five on Five Rule. He indicated the Community Services Supervisors and the Park Rangers are working together to incorporate the rule in their training manual, working with leagues to understnd the definition of open space areas, and incorporating aspects of • the rule into the municipal code. PREY Regular Meeting - MINUTES 2 August 3, 2011 13A-2 • • Gerardo Mouet indicated the intent of the rule is to allow small groups/families and friends to play games in open park areas without making a reservation. Currently Section 31-2.8d states "No person in the park shall play except in areas set for such use. This section needs to be amended to allow family games in other areas of the park. • Councilmember Tinajero requested staff look into a Seven on Seven rule as long as it does not allow organized play and to also remove the flying of kites from the code. Councilmember also commended staff on doing a great job on keeping the fields green. RECOMMENDATION: Staff to work with the City Attorney to re-draft sections of the municipal code and submit to the city council for approval. A draft of the amended code to be submitted to City Council in October. • ADULT SOCCER SURCHARGE OPTIONS • Staff indicated the City Council directive for a one year surcharge moratorium ended on June 30, 2011. Since FY 2002/03 the adult soccer surcharge generated $417,322 in revenue. Various capital improvement options were presented on the use of the monies to address the soccer demand from installation of synthetic turf on DYSC Field #3, lighting of DYSC Field #1 natural turf field, lighting on Centennial Field #5 & #6, installation of 3 fields on Centennial 5 & 6 and a speed soccer field in Centennial Nursery. All the • options were over the current surcharge balance and staff recommends preserving the funds to match any future grants. • Edgar Vasquez suggested a permanant restroom for field #4 or incorporate 3 smaller fields on Centennial 5 & 6. • Councilmember Sarmiento requested the soccer leagues discuss the options and communicate with Little League & softball leagues. • Edgar Vasquez recommended the surcharge be re-established only during the spring and summer season. RECOMMENDATION: Staff work with sports organizations to get additional ideas on the soccer surcharge and to look into re-establishing the surcharge during the spring and summer season. • STAFF COMMENTS • Gerardo Mouet indicated: o The 4th/French Plaza cost is approx. $1.1 million and indicated an alternative concept was prepared by a well known architect for their review. o He is working with MX Live on the September 16 & 17 Street Fair and the Parade that will begin on Sunday at 4:00pm. o The Film Festival will have a Zorro Theme and one of the films will be a Vietnamese film. PREY Regular Meeting - MINUTES 3 August 3, 2011 13A-3 • • COMMITTEE MEMBER COMMENTS • Councilmember Tinajero asked staff to look into the Godinez baseball field use and fencing. The high school varsity baseball teams are playing year round. Can staff talk to the Athletic Director at Godinez to see if one of the fences should stay up year round? Requested Godinez High School Fence be on the next agenda. • Councilmember Sarmiento requested 1) Privatizing the SA Zoo and 2) the 4th/French Plaza be on the next agenda. Requested staff look into the LA Zoo proposal. • Next Regular meeting: October 5, 2011. • Agenda Items: o Godinez High School Fence o Privatizing the SA Zoo o 4th/French Plaza ADJOURNED: 6:12 p.m. Gerardo Mouet Executive Director, PR SA PREY Regular Meeting - MINUTES 4 August 3, 2011 13A-4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: CLERK OF COUNCIL USE ONLY: DECEMBER 19, 2011 TITLE: APPROVED ? As Recommended CANCELLATION OF JANUARY 3, 2012 CITY El Amended El Or dinance on 1S' Reading COUNCIL, COMMUNITY REDEVELOPMENT ? Ordinance on 2"d Reading AGENCY AND HOUSING AUTHORITY ? Implementing Resolution MEETINGS ? Set Public Hearing For CONTINUED TO FILE NUMBER CITY-MANAGER RECOMMENDED ACTION Direct the Clerk of the Council to post a Notice of Cancellation for the regularly scheduled City Council, Community Redevelopment Agency, and Housing Authority meetings scheduled for January 3, 2012 and that the City Council hereby waives notice of said meetings as required by the government code. DISCUSSION The January 3, 2012 regularly scheduled meetings are being canceled due to lack of quorum. The Government code requires that each Councilmember be given notice of the date and time of a meeting unless expressly waived. The Council will resume consideration of regular Council items at their regular scheduled meeting to be held on Tuesday, January 17, 2012 in the Council Chamber, 22 Civic Center Plaza, Santa Ana. FISCAL IMPACT There is no fiscal impact associated with this item. Maria D. Huizar, Clerk of the Council 19C-1 19C-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: CLERK OF COUNCIL USE ONLY: DECEMBER 19, 2011 TITLE: APPROVED ? As Recommended COMMUNITY REDEVELOPMENT AGENCY ? As Amended ANNUAL REPORT FOR FY 2010-2011 El Ordinance on 25' Reading ? Ordinance on 2"d Reading ? Implementing Resolution ? Set Public Hearing For CONTINUED TO FILE NUMBER CITY MANAGER RECOMMENDED ACTION Receive and file the Community Redevelopment Agency Annual Report for FY 2010-2011 consisting of: 1. The Annual Audit Report as prepared by Macias Gini & O'Connell, LLP; 2. The Annual Report of Financial Transactions; 3. Housing and Community Development Report of Housing Activity of Community Redevelopment Agencies; 4. Annual Statement of Indebtedness; and 5. All other information as required pursuant to California Redevelopment Law. DISCUSSION The California Health and Safety Code, which defines the powers and duties of redevelopment agencies, requires the submittal of an annual report to the legislative body within six months of the end of the fiscal year. The 2010-2011 Annual Report must contain five major components: an independent audit report, a fiscal statement for the year, a description of the Agency's activities affecting housing and displacement, a Statement of Indebtedness, and Agency Time and Financial Limits. Following receipt of these documents by the City Council, the report will be submitted to the State Controller's office pursuant to California Redevelopment Law (CRL). 1. Audit Report The firm of Macias Gini & O'Connell, LLP has completed the Audit Report, with a separate opinion on compliance. The Executive Director of Finance and Management Services has reviewed the audit and separate opinion on compliance and has determined that financial accounting and State Controller's guidelines have been met. 19D-1 CRA Annual Report for FY 2010-2011 December 19, 2011 Page 2 2. Annual Report of Financial Transactions of Community Redevelopment Agencies The Annual Financial Report delineates the financial activities for all funds within the redevelopment fund. Additionally, the report documents the achievements completed during the fiscal year as a direct result of the activities of the Community Redevelopment Agency. 3. Housing and Community Development Report of Housing Activity of Community Redevelopment Agencies In addition to general Agency financial transactions, the Housing and Community Development Annual Report contains information regarding the low and moderate-income housing fund and a description of the effect of redevelopment activities on housing in general. 4. Annual Statement of Indebtedness The Annual Statement of Indebtedness is the annual report filed with the County Auditor describing Agency indebtedness and a reconciliation statement. 5. All Other Information In 2007, the State Legislature adopted SB437, which included a provision requiring all redevelopment agencies to incorporate specific information regarding time limits into the Annual Reports. The legislation requires the list of the following time limits: 1) The time limit for the commencement for eminent domain proceedings to acquire property within the project area. 2) The time limit for the establishment of loans, advances, and indebtedness to finance the redevelopment project. 3) The time limit for the effectiveness of the redevelopment plan. 4) The time limit to repay indebtedness with the proceeds of property taxes. In compliance with this legislation, the redevelopment time and financial limits are included in the Annual Report. In addition, Section 33080.1 of the CRL requires a Blight Report, a list of all loans $50,000 or more that are in default or non-compliance, and a description and nature of all properties owned and acquired by the Agency. The Health and Safety Code mandates that the Annual Report be received by the City Council and filed with the State Controller's office prior to December 31, 2011. 19D-2 CRA Annual Report for FY 2010-2011 December 19, 2011 Page 3 FISCAL IMPACT There is no fiscal impact associated with this action. ~~h" EAIU) Nancy T. E ards Interim Exe utive Director Community Development Agency NTE/mlr Exhibit: 1. CRA Annual Report for FY 2010-2011 1901-3 i 19D-4 REQUEST FOR COUNCIL ACTION gT CITY COUNCIL MEETING DATE: CLERK OF COUNCIL USE ONLY: DECEMBER 19, 2011 TITLE: APPROVED ? As Recommended APPROPRIATION ADJUSTMENT - El Amended El Or dinance on 1ST Reading ADDITIONAL WORKFORCE INVESTMENT ? Ordinance on 2nd Reading ACT ALLOCATIONS FOR PROGRAM YEAR ? Implementing Resolution 2011-12 ? Set Public Hearing For r CONTINUED TO FILE NUMBER CITY MANAGER RECOMMENDED ACTION Approve an appropriation adjustment recognizing additional revenues of $111,314 in Title I Adult funds and $92,952 in Title I Dislocated Worker funds from the State of California for the 2011-12 program year allocation. DISCUSSION The Workforce Investment Act (WIA) of 1998 provides funds to Local Workforce Investment Areas (LWIA) to operate job-training programs for adults, dislocated workers and youth who meet specific criteria as outlined in the Act. The City of Santa Ana was designated as an LWIA and administrative entity on January 28, 2000, by the State Workforce Investment Board. Santa Ana has received WIA funds to operate job-training programs since July 1, 2000. On August 1, 2011, City Council approved an appropriation adjustment in the WIA budget to reflect approved allocations from the State of California for Program Year (PY) 2011-12. On November 17, 2011, the State of California released amended WIA formula allocations for PY 2011-12. The allocation amendment increases Santa Ana's WIA Adult funds by an additional $111,314 and WIA Dislocated Worker funds by an additional $92,952, totaling $204,266. Ten percent of the total ($20,426) will be used for program administration as allowed by WIA regulations. Actual additional amounts to be allocated to the WIA Adult program are $100,183 and $83,657 to the Dislocated Worker program. These funds will be used to provide vocational training, supportive services, skills assessment, and on-the-job training to Work Center clients. 20A-1 AA - Additional WIA Funds December 19, 2011 Page 2 FISCAL IMPACT Upon approval of the appropriation adjustment, funds will be available in the WIA Adult account (no. 12318753-69138), WIA Dislocated Worker account (no.12318754-69138), and in the WIB Admin account (no. 12318748-62300). APPROVED AS TO FUNDS AND ACCOUNTS: Nancy T. ards Francisco Gutierrez Interim Ex utive Director Executive Director Community Development Agency Finance & Management Services Agency NTE/LAO/cd/sv 20A-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: CLERK OF COUNCIL USE ONLY: DECEMBER 19, 2011 TITLE: APPROVED ? As Recommended CONTRACT RENEWAL FOR COPPER ? As Amended ? Ordinance on 15t Reading TUBING Ordinance (SPEC. NO. 10-045) El implementing Resolution ig ? Set Public Hearing For CONTINUED TO FILE NUMBER CITY-MANAGER RECOMMENDED ACTION Renew the contract for copper tubing for a one-year period in an amount not to exceed $150,000 with the following vendors: Vendor Location Ferguson Enterprises Pomona S & J Supply Co. Inc. Santa Fe Springs DISCUSSION The Public Works Agency (PWA) Water Resources Division maintains 50,000 water service connections to deliver 40,438 acre-feet of water to businesses and residents in Santa Ana. To perform maintenance and repairs on the City's extensive water distribution system, PWA requires various sizes of the industry standard grade K copper tubing. The tubing is purchased through the Central Stores warehouse for distribution. The contract for copper tubing and miscellaneous waterworks parts is designed to provide quality products at a significant savings based on quantity pricing. On November 15, 2010, the City Council awarded contracts for a one-year period, with provisions for three one-year renewals. Staff recommended awarding contracts to two local vendors to allow for competitive quotes from both vendors on any given day. Copper tubing has a very volatile price pattern and fluctuates based on current market value supply and demand. The new contracts offer a daily market price for copper tubing with a fixed markup rate. The vendors have performed satisfactorily during the past contract period and have agreed to renew the contract without an increase in pricing. Staff recommends the first renewal of the contracts. 22A-1 Contract Renewal for Copper Tubing December 19, 2011 Page 2 FISCAL IMPACT Funds are available in the Water Utility Watef Production & Supply account (no. 63001). APPROVED AS TO FUNDS AND ACCOUNTS.- r-- M A LIJX S~4 1J 1 [t Rau G dinez II Francisco Gutierrez Executive Director Executive Director Public Works Agency Finance & Management Services Agency.. KM 22A-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: CLERK OF COUNCIL USE ONLY: DECEMBER 19, 2011 TITLE: APPROVED ? As Recommended CONTRACT AWARD TO BEN'S ASPHALT INC. ? As Amended ? Ordinance on 1St Reading FOR ASPHALT STREET MAINTENANCE ? Ordinance on 2nd Reading (SPEC. NO. 11-060) ? Implementing Resolution ? Set Public Hearing For CONTINUED TO FILE NUMBER CITY MANAGER RECOMMENDED ACTION Award a contract to Ben's Asphalt Inc. for asphalt street maintenance for a one year period with provision for three one-year renewals in an amount not to exceed $780,000 annually. DISCUSSION The Public Works Agency's Maintenance Street Division is responsible for maintaining approximately 400 miles of streets within the City of Santa Ana. In order to do so, asphalt street maintenance and repairs are required. Services provided under the asphalt street maintenance contract include the excavation and cold milling of existing roadways, the installation of pavement reinforcement fabric, construction of asphalt concrete pavement, crack sealing and portland cement concrete repairs. In addition, the contract provides for water and sewer system maintenance, including trench repair and the adjustment of water valve boxes and manhole frames and covers to grade. The notice inviting bids was advertised on November 22, 2011 and bids were solicited. A summary of the bid invitations and bids received is as follows: 10 Invitations For Bid mailed 4 Invitations For Bid mailed to Santa Ana vendors 5 Bids received 4 Bids received from Santa Ana vendors 22B-1 Contract Award for Asphalt Street Maintenance December 19, 2011 Page 2 Bids were received and opened on December 5, 2011 and evaluated (Exhibit 1). To evaluate costs, vendors provided quotations for representative repair projects that include various quantities and specifications. The annual amount is based on staff's projection for the next year. The bid received from Ben's Asphalt Inc. is responsive to the contract specifications and meets the City's requirements for maximum quality service at minimum price. FISCAL IMPACT Funds are available in the Public Works Agency Water System Maintenance and Sanitary Sewer Service accounts (accounting units nos. 02917660-62300, 06017641-62300 and 05617640- 62300). APPROVED AS TO FUNDS AND ACCOUNT: Raul odinez II Francisco Gutierrez Executive Director Executive Director Public Works Agency Finance & Mgmt. Services Agency PG, KM 22B-2 ABSTRACT BID CONTRACT AWARD FOR ASPHALT STREET MAINTENANCE (11-060) VENDOR BEN'S ALL HARDY & Static Contractors CALIBER ASPHALT AMERICAN HARPER dba SHAWNAN PAVING LOCATION S.A. CORONA S.A. DOWNEY S.A. TERMS NET 30 NEET 30 NET 45 NET 30 NET 30 ITEMS QUAN: UNIT AMOUNT UNIT AMOUNT UNIT AMOUNT UNIT AMOUNT UNIT AMOUNT 1 500 $ 70 $ 35,000 $ 65 $ 32,500 $ 110 $ 55,000 $ 110 $ 55,000 $ 25.00 $ 12,500 2 120,000 $ 0.40 $ 48,000 $ 0.20 $ 24,000 $ 0.35 $ 42,000 $ 0.40 $ 48,000 $ 0.99 $ 118,800 3 500 $ 10 $ 5,000 $ 3 $ 1,500 $ 8 $ 4,000 $ 12 $ 6,000 $ 15 $ 7,500 4 30,000 $ 0.60 $ 18,000 $ 0.28 $ 8,400 $ 1 $ 30,000 $ 1 $ 30,000 $ 3.42 $ 102,600 5 320,000 $ 0.14 $ 44,800 $ 0.13 $ 41,600 $ 0.16 $ 51,200 $ 0.10 $ 32,000 $ 0.22 $ 70,400 6 4,000 $ 70 $ 280,000 $ 80 $ 320,000 $ 83 $ 332,000 $ 90 $ 360,000 $ 130 $ 520,000 7 1,500 $ 77 $ 115,500 $ 84 $ 126,000 $ 89 $ 133,500 $ 120 $ 180,000 $ 160 $ 240,000 8 120 $ 380 $ 45,600 $ 200 $ 24,000 $ 480 $ 57,600 $ 400 $ 48,000 $ 300 $ 36,000 9 75 $ 350 $ 26,250 $ 250 $ 18,750 $ 520 $ 39,000 $ 420 $ 31,500 $ 300 $ 22,500 10 50 $ 300 $ 15,000 $ 300 $ 15,000 $ 400 $ 20,000 $ 700 $ 35,000 $ 400 $ 20,000 11 65 $ 200 $ 13,000 $ 50 $ 3,250 $ 275 $ 17,875 $ 300 $ 19,500 $ 500 $ 32,500 12 10,000 $ 1 $ 10,000 $ 1.21 $ 12,100 $ 1 $ 10,000 $ 1.50 $ 15,000 $ 2.25 $ 22,500 13.A 1,000 $ 260 $ 260,000 $ 380 $ 380,000 $ 295 $ 295,000 $ 300 $ 300,000 $ 500 $ 500,000 13.6 500 $ 225 $ 112,500 $ 357.50 $ 178,750 $ 270 $ 135,000 $ 290 $ 145,000 $ 400 $ 200,000 13.C 500 $ 195 $ 97,500 $ 220 $ 110,000 $ 240 $ 120,000 $ 280 $ 140,000 $ 300 $ 150,000 13.D 400 $ 150 $ 60,000 $ 110 $ 44,000 $ 220 $ 88,000 $ 250 $ 100,000 $ 285 $ 114,000 13.E 300 $ 150 $ 45,000 $ 90 $ 27,000 $ 175 $ 52,500 $ 250 $ 75,000 $ 275 $ 82,500 13.F 300 $ 110 $ 33,000 $ 80 $ 24,000 $ 160 $ 48,000 $ 230 $ 69,000 $ 265 $ 79,500 13.G 300 $ 95 $ 28,500 $ 75 $ 22,500 $ 140 $ 42,000 $ 218 $ 65,400 $ 255 $ 76,500 13.1-1 1,000 $ 95 $ 95,000 $ 65 $ 65,000 $ 120 $ 120,000 $ 180 $ 180,000 $ 230 $ 230,000 13.1 1,000 $ 72 $ 75,000 $ 60 $ 60,000 $ 110 $ 110,000 $ 120 $ 120,000 $ 130 $ 130,000 14 300 $ 36 $ 10,800 $ 45 $ 13,500 $ 20 $ 6,000 $ 58 $ 17,400 $ 38 $ 11,400 15 10,000 $ 7 $ 70,000 $ 3 $ 30,000 $ 5 $ 50,000 $ 5.70 $ 57,000 $ 18 $ 182,100 16 500 $ 8 $ 4,000 $ 15 $ 7,500 $ 7 $ 3,500 $ 22 $ 11,000 $ 50 $ 25,000 17 100 $ 8.75 $ 875 $ 25 $ 2,500 $ 6 $ 600 $ 19 $ 1,900 $ 18 $ 1,800 18 100 $ 9.75 $ 975 $ 26 $ 2,600 $ 8 $ 800 $ 17 $ 1,700 $ 22 $ 2,200 19 100 $ 10.75 $ 1,075 $ 27 $ 2,700 $ 10 $ 1,000 $ 20 $ 2,000 $ 26 $ 2,600 20 50 $ 450 $ 22,500 $ 100 $ 5,000 $ 620 $ 31,000 $ 500 $ 25,000 $ 360 $ 18,000 21 50 $ 500 $ 25,000 $ 125 $ 6,250 $ 590 $ 29,500 $ 600 $ 30,000 $ 2,300 $ 115,000 22 25 $ 300 $ 7,500 $ 200 $ 5,000 $ 400 $ 10,000 $ 750 $ 18,750 $ 2,500 $ 62,500 23 40 $ 300 $ 12,000 $ 50 $ 2,000 $ 300 $ 12,000 $ 100 $ 4,000 $ 225 $ 9,000 24 20 $ 475 $ 9,500 $ 41.80 $ 836 $ 300 $ 6,000 $ 100 $ 2,000 $ 175 $ 3,500 $ 1,626,875 $ 1,616,236 $ 1,953,075 $ 2,225,150 $ 3,200,900 S.S. 1% PERFERANCE $ (16,269) $ (19,531) $ (32,009) $ 1,610,606 $ 1,616,236 $ 1,933,544 $ 2,225,150 $ 3,168,891 Exhibit 1 22B-3 22B-4 REQUEST FOR COUNCIL ACTION, CITY COUNCIL MEETING DATE: CLERK OF COUNCIL USE ONLY: DECEMBER 19, 2011 TITLE: APPROVED ? As Recommended CONTRACT AWARD TO A & Z BUS F1 Amended El Or dinance on 15` Reading SALES FOR DIESEL EMISSION ? Ordinance on 2nd Reading CONTROL SYSTEMS ? Implementing Resolution (SPEC. NO. 11-062) ? Set Public Hearing For CONTINUED TO FILE NUMBER CITY MANAGER RECOMMENDED ACTION Award a contract to A & Z Bus Sales for the installation of six diesel emission control systems in an amount not to exceed $72,770. DISCUSSION The Finance and Management Services Agency Facilities, Fleet and Central Stores (FMCS) Division maintains 753 vehicles. Additionally, staff monitors Government rules and regulations on emission standards required of large fleets. Public Fleet Rule Section 2022 (dated February 20, 2007) from the California Air Resources Board, in conjunction with the Air Quality Management District (AQMD) requires the installation of particulate diesel traps in trucks from year 2002 and older. Staff complied with the first phase of the requirement by installing diesel emission control systems on nine vehicles in December 2007. The second phase was completed in January of 2010 with the installation of diesel emission control systems on three additional vehicles. In order to complete the final phase of the project, it is required that an additional six vehicles (years 1988 to 2002) undergo the emission control system installation. The notice inviting bids was advertised on November 22, 2011, and bids were solicited. A summary of the bid invitations and bids received is as follows: 6 Invitations For Bid mailed 1 Invitations For Bid mailed to a Santa Ana vendor 5 Bids received Bids were solicited, opened on December 5, 2011 and evaluated (Exhibit 1). The bid received from A & Z Bus Sales is responsive to the specifications and meet the City's requirements. A five percent contingency has been included to the award amount. 22C-1 Contract Award for Diesel Emission Control Systems December 19, 2011 Page 2 FISCAL IMPACT Funds are available in the AQMD Machinery and Equipment account (no.03110101 66400). Francisco Gutierrez Executive Director Finance and Management Services Agency KM 22C-2 ABSTRACT IFB 11-062 DIESEL EMISSION CONTROL SYSTEMS BIDS OPENED 12-5-11 AT 2 pm Install on 6 trucks VENDOR A & Z BUS DIESEL EXHAUST FLEET CLEAN DIESEL SALES EXHAUST EMISSION SERVICES SPECIALISTS LOCATION COLTON SANTA FE SPRINGS CORONA ANAHEIM BELLFLOWER Filter type Horizon DPF Donaldson Donaldson 3 PURIFILTER + 3 ECS-SCP SEF system SEF system 3 HORIZON 3 HUSS MK 300 $ 69,303.75 65,178.00 68,803.21 97,357.40 106,953.65 ANNUAL CLEANING N/C remove & clean remove & clean handled @ Fleet twice a year twice a year $450 per truck $275 per truck $ 69,303.75 12 x $450 12 x $275 5,400.00 3,300.00 ANNUAL TOTAL $ 69,303.75 70,578.00 72,103.21 97,357.40 106,953.65 5% contingency on install $ 3,465.19 3,258.90 3,440.16 TOTAL install & year one $ $ cleaning $ 72,768.94 73,836.90 75,543.37 clean at Fleet annual cleaning annual cleaning Option #2 SEF SYSTEM Huss - self-regenerating $ system 96,738.00 START OF PROJECT 4/9/2012 2/15/2012 2/6/2012 3/12/2012 no quote WARRANTY 5 YRS 5 YR/150K MI 5 YRS 5 YRS 5 YRS Follow-up service handled in NO QUOTE NO QUOTE Annual cleaning shop by City Filter delivered to shop to clean $350 ea Remove, clean and re-install DPF $450 ea Huss Filter Svc at 600 hours $847.42 Engine Controls Sys w/self monitor $650.00 AWARD TO A & Z BUS CONTRACT TOTAL $72,770. EXHIBIT 1. 22C-3 i 22C-4 REQUEST FOR COUNCIL ACTION y,CITY COUNCIL MEETING DATE: CLERK OF COUNCIL USE ONLY: DECEMBER 19, 2011 TITLE: APPROVED ? As Recommended CONTRACT AWARD TO HOME DEPOT El Amended El Or dinance on 1" Reading FOR HARDWARE, SUPPLIES AND ? Ordinance on 2nd Reading LUMBER ? Implementing Resolution (SPEC. NO. 11-063) ? Set Public Hearing For CONTINUED TO FILE NUMBER CITY MANAGER RECOMMENDED ACTION Award a contract with Home Depot for the purchase of hardware, supplies and lumber based upon the U.S. Communities contract, for a three year period with provision for three one-year renewals, in an annual amount not to exceed $60,000. DISCUSSION The City establishes an annual blanket order list consisting of vendors that provide supplies and services to all City agencies and departments. Home Depot provides hardware, lumber and a variety of sundry supplies for immediate electrical and plumbing repairs at park facilities, repair of park picnic tables, general maintenance supplies for the Santa Ana Zoo and the purchase of tools for the Public Works Agency Water and Sewer Divisions. Santa Ana City Ordinance No. NS-2312 authorizes the City to purchase against contracts from any public agency utilizing a competitive bid process. Home Depot, a Santa Ana vendor, contract for the purchase of supplies was awarded as a result of open, competitive bidding, and meets the City's requirements. i FISCAL IMPACT Funds are available in the various departmental Miscellaneous Operating Expense accounts (accounting unit 63001). INN Francisco Gutierrez Executive Director Finance and Management Services Agency km 22D-1 22D-2 REQUEST FOR 4;, COUNCIL ACTION w CITY COUNCIL MEETING DATE: CLERK OF COUNCIL USE ONLY: DECEMBER 19, 2011 TITLE: APPROVED ? As Recommended CONTRACT AMENDMENT AND ? As Amended ? Ordinance on 1st Reading AWARD TO G.P. RESOURCES FOR ? Ordinance on 2nd Reading UNLEADED FUEL AND OIL ? Implementing Resolution PRODUCTS (SPEC. NO. 11-064) El Set Public Hearing For CONTINUED TO 1\~~ FILE NUMBER CITY MANAGER RECOMMENDED ACTION 1. Amend the contract with Maxum West dba G.P. Resources for unleaded fuel by $130,000 for a total amount not to exceed $1,220,000. 2. Award a contract with Maxum West dba G.P. Resources, Inc. for the purchase of unleaded fuel and oil products for a six month period in an amount not to exceed $625,000. DISCUSSION Facilities, Fleet and Central Stores (FMCS) Division of the Finance and Management Services Agency provides fuel for all City vehicles, including gasoline and diesel-operated vehicles. The fuel is stored in underground tanks located in the Corporate Yard, the Police facility, and Fire Station No. 1, 4, 5 and 6. Pricing for the City's fuel purchases are based upon daily benchmarks published by the Oil Price Information Service (OPIS), plus fixed fees and applicable taxes. The City has established a program to evaluate the use of alternative fuels to reduce consumption of gasoline and diesel fuel. Currently, all 10 of the City's street sweepers are fueled with compressed natural gas (CNG). Since the 05/06 fiscal year, 27 gasoline, electric, hybrid and hydrogen vehicles have been added to the City fleet. Furthermore FMCS has established a 5-year alternative energy plan to convert 75 - 85% percent of the fleet to alternative energy within the next five-years. The plan will vastly reduce fuel cost, carbon footprint, and the use of renewable energy in efforts of reducing the dependency on foreign oil. Oil prices have been volatile over the past several years and G.P. Resources, Inc. projects the price of unleaded petroleum to continue a steady climb. To date, the rising cost of fuel has increased 20 percent from January 2011 to December 2011. With higher than anticipated unleaded fuel rates, staff recommends amending the contract beyond the 10 percent change notice already approved for a contract total of $1,220,000 for payment of invoices, and provide uninterrupted fuel service until the new contract term becomes effective on January 1, 2012 (six month period). 22E-1 Contract Amend and Award for Unleaded Fuel and Oil Products December 19, 2011 Page 2 Unleaded fuel consumption for 2012 may be impacted pending any changes in fleet or City operations. As such, staff recommends the new contract to G.P. Resources be awarded for six months to allow the contract to be re-evaluated in July 2012. The current contract is based on the prior year's consumption and pricing. Santa Ana City Ordinance No. NS-2312 authorizes the City to purchase against contracts from any public agency utilizing a competitive bid process. The City of San Buenaventura, contract for the purchase of unleaded fuel and supplies from G.P. Resources, Inc. was awarded as a result of open, competitive bidding, and meets the City's requirements. FISCAL IMPACT Funds are available in the Equipment Maintenance Garage Operation Gas & Diesel account (no. 07510100-63300); Equipment Maintenance account (no. 07510100-63202) for petroleum products. The amount of the fuel contract is estimated, as the actual expenditures will depend upon the requirements through the annual period. Francisco Gutierrez Executive Director Finance and Management Services Agency KM 22E-2 REQUEST FOR COUNCIL ACTION a, CITY COUNCIL MEETING DATE: CLERK OF COUNCIL USE ONLY: DECEMBER 19, 2011 TITLE: APPROVED ? As Recommended CONTRACT AMENDMENT AND F1 Ar Amended F1 Ordinance on 151 Reading AWARD TO HAAKER EQUIPMENT ? Ordinance on 2"d Reading COMPANY FOR LARGE EQUIPMENT ? Implementing Resolution PARTS AND SERVICE ? Set Public Hearing For (SPEC. NO. 08-071 and 11-071) CONTINUED TO t f FILE NUMBER CITY MANAGER RECOMMENDED ACTION 1. Amend contract with Haaker Equipment Company for sewer truck rental and repair of damaged street sweeper in an amount not to exceed $48,000. 2. Award a contract to Haaker Equipment Company for large equipment parts and service for a six month period not to exceed $30,000. DISCUSSION The City establishes an annual list of vendors that provide supplies and services required by City agencies and departments. Haaker Equipment Company is the Southern California authorized dealer for repair and parts for two specialized categories of large apparatus owned by the City; the Vactor sewer trucks and Elgin CNG street sweepers. Haaker has provided parts and service for large apparatus to the City since 2000. During the current fiscal year, the Public Works Agency Water Division, rented a Vactor sewer truck for a two month period as the City's two Vactor sewer trucks were refurbished with new parts. In addition, a 2006 CNG street sweeper was damaged during the course of work and required repairs. With the City's street sweeping program under considering for outsourcing, Staff recommends amending the current contract by $48,000 to process the payment of unanticipated expenses and a six month contract with a review of said contract in July 2012. FISCAL IMPACT Funds are available in Operating Material, Service & Equipment account (no. 07510100-63202) and Maintenance & Repair of Machines & Equipment account (no. 07510100-62322). ) It V ~o Francisco Gutierrez J~c Executive Director Finance and Management Services Agency km 22F-1 22F-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: CLERK OF COUNCIL USE ONLY: DECEMBER 19, 2011 TITLE: APPROVED ? As Recommended CONTRACT AMENDMENT FOR ? As Amended ? Ordinance on 1st Reading LEASED COPIERS AND COPIER ? Ordinance on 2nd Reading MAINTENANCE ? Implementing Resolution (SPEC. NO. 08-075) El Set Public Hearing For CONTINUED TO r ~ FILE NUMBER CITY MANAGER RECOMMENDED ACTION Amend contracts for lease copiers and copier maintenance for a six month period in an aggregate amount not to exceed $70,000. Vendor: Location: Canon Business Solutions, Inc. Irvine Ricoh Americas Corporation Irvine DISCUSSION The City of Santa Ana utilizes copiers and multi-functional office machines that provide faxing, scanning, copying and print functions throughout the organization to facilitate daily operations. In 2008 the City issued a RFP to contract two local copier vendors to offer competitive quotes for groups of new multi-functional office machines, to be leased for a three year period, when City owned copiers are retired. Networking our office machines has maximized staff production and facilitates the flow of invoices, department documents, reports and time sheets between internal departments as well as connections to vendors and customers. Providing the combo features of faxing, scanning, and printing on the copier has eliminated the need to purchase separate office equipment. On January 5, 2009, the City Council awarded contracts to Ricoh Americas Corporations and Canon Business Solutions, Inc. for leased multi-function office equipment with provision for one three-year lease renewal. The vendors have performed satisfactorily during the past contract period and have agreed to extend their contracts based on current lease rates. The City will reassess the copier lease program through June 2012. Staff recommends amending the contracts by $70,000 to extend contracts to the end of June 2012 and process the payments of invoices for higher than anticipated number of copiers under lease. 22G-1 Contract Amendment for Leased Copiers And Copier Maintenance December 12, 2011 Page 2 FISCAL IMPACT Funds are available in the various departmental Miscellaneous Operating Expense accounts (accounting unit 63001). Francisco Gutierrez Executive Director Finance and Management Services Agency km 22G-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: CLERK OF COUNCIL USE ONLY: DECEMBER 19, 2012 TITLE: APPROVED ? As Recommended AGREEMENT FOR ENVIRONMENTAL ? As Amended SERVICES WITH ICF INTERNATIONAL TO El Ordinance on Reading El Ordinance on 2 2 n "d Reading PREPARE A MITIGATED NEGATIVE ? Implementing Resolution DECLARATION FOR THE ACADEMY ? Set Public Hearing For CHARTER HIGH SCHOOL AT 1901 NORTH FAIRVIEW STREET CONTINUED TO FILE NUMBER CITY MANAGER RECOMMENDED ACTION Authorize the City Manager and the Clerk of the Council to execute the attached agreement with ICF International for environmental services in an amount not to exceed $130,878 for The Academy Charter High School located at 1901 North Fairview Street, subject to non-substantive changes approved by the City Manager and City Attorney. DISCUSSION In November 2011, the Planning Division received a submittal by The Orangewood Children's Foundation to construct a charter high school for 450 students to be built in two phases. Once completed, the campus will be comprised of four buildings to support the education program and four buildings to support the residential program that will house 80 students. The education program will include an administration and student service building, two classroom buildings and a gymnasium. The residential program will include three residential buildings and one support service buildings. The buildings will vary in height from one to three stories. The applicant is proposing to begin school operations on September 2013. After reviewing the project description, it was determined that a mitigated negative declaration (MND) will be necessary to meet the requirements of the California Environmental Quality Act (CEQA). A Request for Proposal (RFP) for consultant services was authorized by the City Council on November 28, 2011. The RFP was prepared and sent to four different environmental firms. Proposals were received from three environmental firms. After reviewing the proposals, the firm ICF International was found to be qualified, and was selected based on the firm's experienced staff, knowledge of the study area, and ability to complete the work in a timely manner. At this time, staff recommends that ICF International be awarded the contract to prepare the mitigated negative declaration for the project. The consultant has identified a cost of $130,878 for the MND and associated technical studies to be prepared (Exhibit 1). Funding for the work on the MND would be provided entirely by applicant. 25A-1 Agreement with ICF International December 19, 2011 Page 2 FISCAL IMPACT This agreement will not impact any City/Agency funds. Funds in the amount of $ 130,878 will be deposited by applicant into the Planning and Building Agency account for contractual services (no. 09801001-24035) prior to the consultant commencing any work. APPROVED AS TO FUNDS AND ACCOUNTS: r Ja . Trevino Francisco Gutierrez Executive Director Executive Director Planning and Building Agency Finance & Management Services Agency l- LL:rb LHreports\RFCA for Orangewood ER contract Exhibit: 1. Agreement 25A-2 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT, made and entered into this day of , 2011 by and between JONES & STOKES ASSOCIATES, INC., a Delaware corporation and a wholly owned subsidiary of ICF Consulting Group, Inc., an ICF International company Consultant ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation of the State of California ("City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of professional environmental reports and services. B. Consultant represents that Consultant is able and willing to provide such services to the city. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall provide professional environmental services, including the preparation of a Mitigated Negative Declaration regarding The Academy Charter High School project located at 1901 North Fairview Street. The scope of services (including estimated fees and costs) is attached hereto as Exhibit A and is incorporated by this reference to this Agreement. 2. DELIVERY OF WORK PRODUCT Consultant shall deliver to City all work product which results from the services provided. Said work product shall be submitted in hard copy and produced in a form compatible with the City's computer system, as agreed between the Project Manager and Consultant. In regard to all copyrightable material produced as a deliverable under this Agreement, including but not limited to books, reports, plans, photographs, drawings, films, recordings, videotapes, and computer programs, Consultant agrees, for itself and for its affected officers, employees, agents, contractors, and volunteer workers, that (a) other such material may not be copyrighted without prior review from the City, and (b) the authors of all such material, whether copyrighted or not, award to the City, and to its officers, agents and employees acting within the scope of their official duties, as a condition of payment to the Consultant, a royalty-free, nonexclusive, irrevocable license throughout the world for governmental purposes to disclose, publish, translate, reproduce, and use such materials. Exhibit 1 25A-3 3. COMPENSATION City agrees to pay, and Consultant agrees to accept as total payment for its services, the cumulative rates and charges identified in Exhibit A. The total sum to be expended under this Agreement shall not exceed $130,878.00 during the term of this Agreement. Payment by City shall be made within thirty (30) 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. 4. TERM This Agreement shall commence on the date first written above and terminate upon the completion of the Scope of Services or depletion of the maximum contract amount as stated.in . Section 3 above, unless terminated earlier in accordance with provisions, below. The term of this Agreement may be extended 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 standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. 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 insureds) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following, single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount 2 25A-4 of $1,000,000 per occurrence. Consultant shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit B upon execution of this 'Agreement and shall be approved in form by the City Attorney. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non-owned automobiles. c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. f If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 7. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise due to negligent acts, omissions or willful misconduct, from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their 3 25A-5 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, and to the extent of Consultant's, negligent acts, omissions or willful misconduct in the performance of 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 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 patty 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 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 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: City of Santa Ana C/o Clerk of the Council 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702-1988 telefacsimile (714) 647-6956 With copy to: Executive Director of PBA City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 4 25A-6 Santa Ana, California 92702 telefacsimile (714) 973-1461 and City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-6515 To Consultant:Jones Stokes Associates, Inc. An ICF International company Chad R. Beckstrom, AICP Principal/Irvine Branch Leader 1 Ada, Suite 100 Irvine, CA 92618 telephone (949) 636-3235 cell (949) 395-2796 telefacsimile (949) 636-3031 cbeckstrom@icfi.com A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, 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. 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 proposal 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. i I, 5 25A-7 .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. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product 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. 14. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 15. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 16. PROFESSIONAL LICENSES 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, 6 25A-8 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. 17. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA MARIA D. HUIZAR PAUL M. WALTERS Cleric of the Council Interim City Manager APPROVED AS TO FORM: JOSEPH A. STRAKA ICF INTERNATIONAL Interim City Attorney By: Ryan O. Hodge CHAD R. BECKSTROM, AICP Assistant City Attorney Principal/Irvine Branch Leader RECOMMENDED FOR APPROVAL: JAY TREVINO Executive Director - PBA 7 25A-9 i 25A-10 EHIBIT A SCOPE OF SERVICES (Attached) i 8 25A-11 i December 6, 2011 Ms. Lucy Linnaus, AIA, Senior Planner City of Santa Ana, Planning Division, M-20 20 Civic Center Plaza Santa Ana, California 92702 SUBJECT: The Academy Charter High School CEQA Documentation Dear Ms. Linnaus: ICF International (ICF) is pleased to submit our proposal in response to the City of Santa Ana's (City's) request for proposal for the preparation of a mitigated negative declaration and required technical studies for The Academy Charter High School project. ICF Is a multidisciplinary environmental consulting firm with a core practice In California Environmental Quality Act (CEQA) documentation, environmental analysis, and regulatory compliance. We have prepared thousands of environmental compliance documents, including several documents for projects within the City and many documents for school projects. ICF's project team will provide strong knowledge of and practical experience with CEQA, as well as a full range of technical knowledge and experience with similar types of redevelopment and school projects. Significant factors that contribute to our success that we will bring to the City include: w Exceptional CEQA and Project Management Expertise. To bring the right set of experience and skills to the City, the ICF team is comprised of experienced team members. Renee Escario, our proposed project manager, brings 10 years of environmental/planning and project management experience, while Chad Beckstrom, A1CP, our proposed project director, has served as the project director and/or project manager and lead contributor for more than 75 development projects in his 15-year career. Chad and Renee have extensive redevelopment and school-related project experience and are knowledgeable about the project vicinity. In addition, our proposed CEQA compliance experts are highly qualified and bring a valuable skill set to successfully accomplish the City's environmental documentation needs for the proposed project. Integrating our experience will provide solution-oriented, efficiency in completing the environmental documentation. Exceptional Technical Expertise. The ICF team includes in-house technical specialists who provide a full range of scientific and planning expertise. A majority of the technical work for the proposed project will be completed by ICF staff, with the exception of the traffic impact analysis, which will be prepared by Fehr & Peers, and the sewer capacity analysis, which will be prepared by Fuscoe. Both of our subconsultants have extensive experience evaluating school projects and facilities within the project vicinity. Attached is ICF's proposal to provide CEQA documentation services for the proposed Academy Charter High School project. Our proposal is based on our understanding of the proposed project and knowledge of the project area. We have prepared a scope of work, cost, and schedule that reflect our experience and commitment to expediting the CEQA process. We appreciate the opportunity to present our proposal and look forward to working with the City again. If you have any questions regarding our proposal, please contact Chad Beckstrom at (949) 333-6625 (cbeckstrom@icfi.com) or Renee Escario at (949) 333-6624 (rescario@icfi.com) Sincerely, Chad Beckstrom, AICP Renee cario Principal, Project Director Senior Project Manager I Ada Parkway, Suite 100 Irvine, CA 92618 - 949.333.6600 - 949333.6601 fax Wixom 25A-12 The Academy Charter High School MND I City of Santa Ana Planning Division TABLE OF CONTENTS As a • Statement of Qualifications ..............................................1 er:of this Firm and Team Experience 1 declare , ' ` ICF Projects Within the Last Five Years 6 , • person • • Fehr & Peers Projects Within the Last Five Years....... 8 interested the proposal Project Understanding and Approach named ~principals therein; 9 proposal is Scope of Services 10 . collusion other ~person, persons, company, or MND Schedule ..............18 proposal, parties Cost Estimate ..18 -that- it_js_~In - ' ' ' good or fraudi an d-, that he has full STATEMENT OF QUALIFICATIONS • • rop - Firm and Team Experience ICF International (through its contracting entity, ICF Jones & Stokes, Inc.) is a full-service environmental consulting firm with a long history in supporting Orange County cities with the preparation of environmental compliance documents for a wide range of development projects. We bring experience working with 12 Orange County cities, including the Cities of Santa Ana, Orange, Irvine, Anaheim, Lake Forest, San Juan Capistrano, Brea, Westminster, Fountain Valley, Huntington Beach, Newport Beach, and San Clemente. In addition, we have experience working with regional agencies such as the Orange County Public Works (OCPW), Orange County Planning Department, and the Orange County Transportation Authority (OCTA). ICF also brings expertise in school project environmental documentation for projects throughout California, including providing support to the Los Angeles Unified School District (LAUSD) for one of the largest new school planning and construction programs in the nation. The staff proposed for this California Environmental Quality Act (CEQA) documentation project and described in our proposal have established experience working with the City of Santa Ana (City). We are working with the City to prepare a mitigated negative declaration (MND) for The Met at South Coast Multi-Family Residential Project, which is currently out for public review. In addition, ICF has previously held an as-needed environmental services contract with the City. To support our local clients, ICF utilizes staff from our Irvine office and can provide expertise from additional staff resources located throughout Southern California. Our Irvine office is located less than 15 minutes from the City's Civic Center office and is home to most of our proposed team, including Project Manager Renee Escario and Project Director Chad Beckstrom, AICP. CEQA Documentation and Technical Studies. ICF specializes in providing environmental analysis to support local government planning and development projects, including school, residential, commercial, and industrial projects and mixed-use, redevelopment, and infill developments. A cornerstone service of ICF is the preparation of CEQA environmental compliance documentation, including MNDs, initial studies (ISs), negative declarations (NDs), and environmental impact reports (EIRs). ICF's expertise with CEQA dates back more than 41 years, when the founders of our legacy firm Jones & Stokes helped draft the original CEQA legislation in 1970. Furthermore, our in-house environmental counsel co-wrote several industry-wide desktop reference guides, including The CEQA Deskbook: A Step-by-Step Guide on How to Comply with the California Environmental Quality Act. A majority of our senior staff, including Chad Beckstrom, serves as regular instructors for ICF's Page 1 25A-13 The Academy Charter High School MND I City of Santa Ana Planning Division Environmental Education Program, teaching basic to advanced CEQA classes to external clients and other professionals in the industry through the University of California Extension Program. Traffic Technical Study. Fehr & Peers will provide expertise In traffic and transportation planning as a subconsultant to ]CF. Fehr & Peers specializes in providing transportation planning and traffic engineering services to public and private sector clients and has valuable prior experience completing various school projects. Having a singular focus on transportation enables Fehr & Peers to provide state-of-the-practice expertise and develop creative, cost-effective, and results-oriented solutions to planning and design problems associated with all modes of transportation. Clients hire Fehr & Peers because the firm provides the right combination of leading-edge technical skills, high-quality work, and superior client service. Fehr & Peers thrives on challenging assignments in controversial environments where complex problems can only be solved by using state-of-the-practice analytical techniques, developing innovative, yet practical, solutions, and achieving consensus amid diverging views of stakeholders. Sewer Capacity Evaluation. Fuscoe Engineering (Fuscoe) joins the ICF team to provide expertise in sewer capacity evaluations for urban developed environments. Fuscoe provides a full spectrum of civil engineering services for public agencies and private firms throughout Southern California. The firm's project experience includes residential, retail, commercial, and educational facilities and public spaces. From small, infill sites to full-scale master-planned communities for large developers, Fuscoe capitalizes on the knowledge of its highly trained staff and experience working with public agencies to deliver value and service for clients. Personnel Renee Escario and Chad Beckstrom, as the project management team, will work together to provide leadership to complete the project. As project manager, Renee will serve as the day-to-day contact and lead all interactions with the City. She will address the City's needs and coordinate with Chad to address any complicated issues. Renee will also work closely with our technical team to prepare technical studies and appropriate CEQA document chapters. Chad will provide quality assurance/quality control (QA/QC) oversight of the technical deliverables and will be responsible for senior-level oversight of project tasks on an as-needed basis. The ICF team is presented in the organization chart provided on the next page, followed by key staff biographies. Full resumes for all proposed staff are provided at the end of our submittal. Page 2 25A-14 The Academy Charter High School MND { City of Santa Ana Planning Division ICF Team Organization Chart u` t ,mss ' • P • QA/QC Chad Beckstrom, AICP Project Renee Escario am, Aesthetics CEQA Documentation Noise Jennifer Stock, LA Aaron Brownwood Mike Greene, INCE Tanya Jones Peter Hardie Air Quality/Greenhouse Gas Keith Cooper, AICP Geology & Soils Traffic/Circulation/Parking Nick Dreves Gary Clendenin, PG Jason Pack, PEA Cultural Resources Hazards/Hazardous Sewer Capacity Study Mark Robinson, RPA Materials Bob Strong, PE2 Paul Shattuck Mario Barrera Hydrology/Water Quality Alexa La Plante Subconsultants 1. Fehr & Peers 2. Fuscoe Engineering Key Staff Biographies Project Manager. Renee Escario Is a senior project manager with 10 years of experience managing the preparation of environmental compliance documents, with a focus on CEQA compliance. Her CEQA technical experience includes working through and mitigating site-specific Issues related to all CEQA environmental resource topics. Renee collaborates with technical specialists in the identification of potential impacts and mitigation solutions to alleviate project effects and move the project forward. Renee has provided CEQA expertise for a wide range of projects, including schools, residential, commercial, institutional, park and recreation, and Infrastructure. Her experience with facility planning includes preparing CEQA. documentation for school site acquisition and development of new school facilities adjacent to existing residential uses. Renee is currently managing the preparation of the IS/MND for The Met at South Coast Multi- Page 3 25A-15 The Academy Charter High School MND I City of Santa Ana Planning Division Family Residential Project for the City. This document is out for public review, and the project should be complete in January. Renee's daily focus Is on client interaction, project coordination, management, and oversight. In addition, she often functions as the lead author and is excellent at evaluating technical studies, preparing complex impact analysis, and integrating regulatory requirements. Renee's skill strengths include collaborative critical thinking, excellent writing, accomplished project management, effective team leadership, and being solution oriented. Project Director. Chad Beckstrom, AICP, is a principal with ICF who brings more than 15 years of experience managing and overseeing the preparation of CEQA documentation for various types of projects. Chad has a long history working with the City and is currently serving as the project director for The Met at South Coast Multi-Family Residential Project IS/MND. He managed our previous as-needed environmental services contract with the City, where he was responsible for overseeing the preparation of CEQA documentation for several small-scale developments, including the Alton Court IS/MND, Gateway Corporate Center IS/MND, West End Lofts EIR, California Palms Residential Conversion, and Enterprise Zone IS/MND. Chad has also provided CEQA advisory services to City staff through formal CEQA training, in his role as an on-site extension of staff at the City's office for six months. He brings the continuity necessary to apply our experience and knowledge of the City's processes and preferences to this particular effort. He is also the project director for our master services contract with the LAUSD that ICF has held since 1998 and has managed or overseen dozens of CEQA documents for new school development projects sited within existing developed neighborhoods. Key Technical Staff Aesthetics/Visual Resources. Jennifer Stock, LA, brings more than 11 years of experience in visual impact analysis and serves as one of ICF's leads for visual resources. Jennifer has prepared visual resources and shade/shadow analyses for CEQA documents, as well as construction documents, using Autodesk Civil 3D. She brings unique expertise in assessing the visual environment in greater detail, determining how a project may negatively or beneficially affect visual landscapes, and developing methods to improve aesthetics and expertise in mitigation planning and design. Air Quality/ Greenhouse Gas (GHG) Emissions. Keith Cooper, AICP, has more than 12 years of professional experience as an air quality specialist preparing air quality studies and conducting analysis for CEQA documents. His areas of expertise include criteria pollutant and GHG emissions inventories, air toxics health risk assessments, transportation conformity determinations, and general conformity determinations. Keith has prepared or overseen the preparation of hundreds of air quality impact assessments/reports that document air pollutant emissions and concentrations related to various public infrastructure and private development projects. He has a thorough understanding of the National and State Ambient Air Quality Standards, general and transportation conformity requirements, rules and regulations adopted by local air districts (e.g., South Coast AIr Quality Management District [SCAQMD]), and climate change/GHG emissions quantification and evaluation requirements. CEQA Documentation. Aaron Brownwood is an urban and environmental planner with more than five years of experience in the urban planning and environmental processes for a variety of public agencies and private developers. He prepares CEQA documents and master plans, conducts public outreach workshops, and processes a variety of discretionary projects. Aaron is currently preparing an EIR for the Port of Los Angeles to analyze a project involving the adaptive reuse of an industrial shipyard as a public space and educational center in San Pedro. He was also a technical author for a large portion of the City of Santa Ana Met Project MND. . CEQA Documentation. Tanya Jones is trained in environmental analysis and design and contributes to CEQA projects by preparing environmental analysis, providing assistance to project managers, coordinating between project managers and technical specialists, and facilitating scoping meetings. Tanya has experience with infill, redevelopment, and school projects. Her most recent school project experience includes preparation of responses to comments and the final EIR for the LAUSD South Region High School No. 15 project. Page 4 25A-16 The Academy Charter High School MND I City of Santa Ana Planning Division Cultural Resources. Mark Robinson, RPA, is a registered professional archaeologist with more than 20 years of experience In prehistoric and historical archaeology. He has worked extensively in California and has specialized training in lithic analysis and lithic materials identification and sourcing. Mark meets the Secretary of the Interior's standards for a professional archaeologist, and he has managed all phases of archaeological activities, including surveys, testing, data recovery excavations, monitoring, site evaluation, analysis, report preparation, and archival research. Geology & Soils. Gary Clendenin, PG, is a State of California Registered Professional Geologist with more than 25 years of experience in geology, hydrogeology, and environmental sciences. Over the last 20 years, Gary has been involved in all aspects of the environmental consulting practice, including preparation of the geology and hazardous materials chapters of CEQA documents; the planning, design, and execution of soil and groundwater investigations and feasibility studies; and the performance of environmental liability assessments. Hazards and Hazardous Materials. Mario Barrera has six years of experience evaluating hazards and hazardous materials, including hazards related to contaminated soils, wastewater, groundwater, and vapor. Mario is experienced in field data collection; implementing National Pollutant Discharge Elimination System (NPDES) rules and regulations, preparing Phase I and Phase 11 assessments, performing stormwater and industrial waste site inspections and permitting, and providing remediatlon system operation and maintenance. He is also a contributing author preparing CEQA hazardous material impact sections for various types of projects. Additionally, Mario has project-specific experience working on redevelopment and infill projects with known existing hazardous materials onsite. Hydrology/Water Quality. Alexa La Plante has nine years of experience in federal and state water quality permitting compliance, regulatory agency coordination, water quality technical reports and monitoring studies, and water resources planning projects. Alexa is intricately familiar with water resources issues, as well water quality regulatory compliance and related technical studies In California. Noise/Acoustics. Mike Greene, INCE, has more than 20 years in the field of acoustical analysis and noise control engineering. He has conducted and participated In noise and vibration analyses for industrial and residential developments throughout California. Mike is experienced in the modeling of existing and future roadway noise impacts using the Federal Highway Administration's Traffic Noise Model (TNMO). Mike is board certified by the Institute of Noise Control Engineering (INCE). Transportation/Traffic. Jason Pack, PE, a senior associate of Fehr & Peers, has over 12 years of experience working for Fehr & Peers. He has worked on a wide variety of transportation projects, including approximately a dozen high school or elementary school studies. He has extensive knowledge of drop-off operations, school circulation, school access requirements, trip generation, and parking issues at schools (including connectivity to the school from the parking area). As an example of his traffic expertise, Jason has had papers/presentations accepted to the Transportation Research Board National Roundabout Conference, the Institute of Transportation Engineers National Conference, and the California American Planning Association Conference. Sewer Infrastructure Study. Bob Strong, PE, a senior engineer at Fuscoe, has more than 35 years of experience working on major public, commercial, retail, schools, mixed-use, and residential master planned projects throughout Southern California, but mostly in Orange and Los Angeles Counties. His school-related experience includes development of the Chapman University School of Film and Television and new school construction for Placentia-Yorba Linda Unified School District's Lakeview Elementary and Yorba Linda High School. Availability of Project Manager and Key Personnel The ICF team is ready and available to take on The Academy Charter High School for the City. The following table lists the percentage of time are project management team and key personnel are available. Page 5 25A-17 The Academy Charter High School MND i City of Santa Ana Planning Division Renee Escario, Project Manager 40-50% Chad Beckstrom, AICP, Project Director 25% Jennifer Stock, LA, Aesthetics/Visual Resources 20% Keith Cooper,AICP, Air Quality/GHGEmissions 20% Nick Dreves, Air Quality/GHG Emissions 20% Aaron Brownwood, CEQA Documentation 30% Tanya Jones, CEQA Documentation 30% Mark Robinson, RPA`Archaeological and Paleontological Resources 20% Gary Clendenin, PG, Geology and Soils/Hazards 15% Mario Barrera Geology and Soils; Hazards 20% Alexa_ La Plante, Hydrology/Water Quality 20% Mike Greene, INCE, Noise/Acoustics 20% Peter Hardie, Noise/Acoustics 30% Jason -Pack, PE, Transportation/Traffic 30% Bob Strong, PE, Fus.c.o.e Engineering, Sewer -Capacity 30°!° ICF Projects Within the Last Five Years ICF brings an extensive project portfolio of preparing environmental documents for a range of development projects that have similar issues to the proposed project. We have selected a few of these local projects to highlight. The Met at South Coast Multi-Family Residential Project ISIMND-City of Santa Ana Under contract with the City, ICF is preparing an 1S/MND for The Met at South Coast Multi-f=amily Residential Project. The project is a podium-style 284-unit multi-family apartment development on a 3.1-acre parcel located at 200 East First American Way in the MacArthur Place District Center. The development includes five stories of multi-family rental units in three buildings, all of which would be constructed over two subterranean levels and one street level of parking. The proposed project requires a Zoning Ordinance Amendment to Specific Development Plan 43 (SD-43) to increase the number of residential units allowed for the site, an amendment to the Development Agreement, approval to modify parking requirements to allow tandem parking, and approval of the site plan. The primary environmental issues involved traffic, air quality, noise, aesthetics, and biological resources. The IS/MND is currently out for public review and comment. It is anticipated to be finalized in January 2012. Reference: Sergio Klotz, Principal Planner, City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92707, (714) 667-2700 Year Completed: Ongoing. Should be complete in January 2012. As-Needed Staffing and Environmental Documentation Services--City of Santa Ana Our local environmental planners, including Chad Beckstrom, provided on-call CEQA compliance and training services. We also prepared several small CEQA documents, including an IS/MND, to remodel the California Palms Motel into a residential hotel, which included an analysis of air quality, cultural resources, hazardous materials, water quality, noise, and traffic impacts; preparation of an IS/MND for the construction of 38 residential units at Alton Court, which involved demolishing an existing on-site warehouse, improving public roadway, landscaping and open space, and developing common recreational areas; and preparation of an IS/ND for the Santa Ana State Enterprise Zone application. Larger CEQA needs ICF met includes preparing an EIR for the proposed West End Lofts (project cancelled) and a six-story infill development in the City's Downtown National Register District. We also worked closely with the City's Planning Division to deliver two CEQA training sessions, following the departure of the environmental coordinator. The training, led by Chad, focused on educating the staff on how to Page 6 25A-18 The Academy Charter High School MND I City of Santa Ana Planning Division conduct environmental reviews under CEQA. Chad also worked at least one day a week at City Hall to provide follow-up hands-on training and CEQA advisory services as an extension of staff for a six-month period. Chad worked with City planners and staff in other City departments during his time on-site at City Hall to review environmental documents prepared by City planning staff, provide advice related to CEQA! National Environmental Policy Act (NEPA), and answer general questions regarding the environmental review process relative to the City entitlement process. He continues to offer general advice over the phone and occasional document review on an as-needed basis. Reference: Karen Haluza, AICP, Planning Manager, City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92707, (714) 667-2728 Year Completed: Contract completed in 2011 Multiple New School Development Program-LAUSD ICF has been providing a full range of environmental consulting services to the LAUSD since 1998 under the program management of Chad Beckstrom. Over the past 13 years, ICF has been involved In planning and compliance for more than 900 school facilities in the greater Los Angeles area, including new schools, additions, and modernizations to existing campuses. Our range of services also involved preparation of CEQA environmental documentation; development of mitigation monitoring plans; facilitation of community outreach, scoping meetings, and public hearings; preparation of technical studies (i.e., aesthetics, air quality, noise, biological resources); development of standardized templates for consistency of environmental documentation; pipeline and railroad risk assessments; and cultural resources analysis and documentation. ICF continues to work with the LAUSD during the planning and entitlement phases of new schools, which are aimed to provide new classrooms to address overcrowding and increased school enrollment. Below, we provide two recent specific LAUSD project examples: ® South Region High School No. 12 EIR-LAUSD ICF prepared an EIR for a new 2,025-seat high school located on a 24-acre redevelopment site in southeast Los Angeles. The redevelopment site consisted of industrial land uses including 34 business, the buildings of which would be acquired and demolished to accommodate the new school site and the businesses would be relocated. The site also included portions of Green Meadows Park, which was proposed to be upgraded with new facilities as part of a joint use agreement with the City of Los Angeles. ICF conducted technical studies related to aesthetics, air quality and health risk, cultural resources, hazardous materials, noise, and traffic/circulation. Each of these issues was determined to have significant impacts that required our staff to work with the LAUSD to develop rigorous mitigation. For example, aesthetic impacts resulted from the proposed installation of sports field lighting that would require directional aiming and shielding. The project also resulted in air quality impacts from demolition of the existing structures and construction of new facilities, which required dust suppression and equipment modifications. Health risk Investigations revealed that acute and chronic exposure to surrounding industrial emission sources could potentially affect students and faculty. ICF conducted cultural resources studies that revealed potentially historic properties that required documentation to determine level of significance. In addition, due to the existing and former industrial operations, hazardous materials were present and required extensive cleanup efforts prior to development of the site. We also conducted noise studies and worked with the LAUSD to design measures to minimize noise to classrooms. Finally, traffic studies found deficiencies in the surrounding roadway network, parking availability, and drop-off locations, which required intersection and roadway improvements, as well as operating restrictions. ICF was able to bring our technical expertise and CEQA prowess to complete the EIR in a timely manner, while disclosing and mitigating the significant environmental effects. Year Completed: February 2008 Z Valley Region High School No. 9 EIR-LAUSD ICF prepared an EIR for a new high school campus on the campus of Robert Fulton College Preparatory School (RFCPS) in the community of Van Nuys in the City of Los Angeles. The project involved locating Page 7 25A-19 The Academy Charter High School MND I City of Santa Ana Planning Division new high school facilities on the approximately 25-acre RFCPS, which accommodated an enrollment of approximately 1,960 students in grades 6 through 11 (both middle school and high school). Specifically, the project consisted of constructing 30 new high school classrooms with 810 seats to serve new and existing students, grades 9 through 12, as well as a new gymnasium, a new library, a career center, administration offices, plant manager facilities, additional parking facilities, and removal of 16 portable classrooms. Key environmental issues addressed in the EIR included aesthetics, traffic, air quality and health risks, noise, cultural resources, and infrastructure and public services. Special consideration in conducting the impact analysis and developing mitigation was focused on minimizing the impact to existing students at the RFCPS during construction of the new school facilities. Year Completed: September 2007. Reference: John Anderson, Consulting Program Manager, Los Angeles Unified School District, Facilities Services Division, 333 South Beaudry Avenue, 20th Floor, Los Angeles, California 90017, (213) 893-7424 Charter High School EIR-Port of Los Angeles ICF prepared an EIR to evaluate environmental impacts associated with redeveloping a 3.5-acre property for three buildings: a charter high school, police headquarters, and California Maritime Studies Center. The charter school portion of the project involved modifications to a 72,774-square-foot, two-story building to be used for the school to provide 36 classrooms, two research/technical labs, a cafeteria, six offices, two conference rooms, two teachers' lounges/workrooms, a textbook/media storage room, a library, four restroom complexes, and a fitness room. Environmental concerns related to this project included traffic, air quality, and noise. Reference: Dennis Hagner, Environmental Specialist, Port of Los Angeles, 425 South Palos Verdes Street, San Pedro, California, (310) 732-3682 Year Completed: 2006 Fehr & Peers Projects Within the Last Five Years Fehr & Peers brings extensive experience preparing traffic analysis for school projects. We have selected a few projects to highlight. Turning Point School Traffic and Parking Review-Culver City Turning Point School is a private school with an enrollment of 480 elementary students. The school moved from West Los Angeles into a former industrial building in the City of Culver City. Fehr & Peers conducted traffic and parking analysis for the new site, specifically concentrating on the impact of school traffic on the adjacent residential neighborhood and on the adequacy of pickup and drop-off areas for the school. To make the project work successfully from the city's standpoint, the school developed a transportation demand management program that established a target carpool program and a subscription bus program. In addition, offsite parking with a shuttle bus service for special events at the school was developed. Fehr & Peers also assisted the traffic review for the physical expansion of the school into an adjacent building in 2006. Valley Region Fulton Span School Addition Traffic and Parking Study--LAUSD Fehr & Peers prepared traffic and parking studies as part of the preparation of an environmental impact report for the proposed expansion of the existing Fulton Middle School in the Van Nuys neighborhood of Los Angeles. The studies were prepared in accordance with the methodologies and standards used by the LAUSD in consultation with the City of Los Angeles Department of Transportation. The project proposed to eliminate 14 existing middle school classrooms and add 30 high school classrooms on the site. Because the expanded school would be used by adult continuing education students in the evening hours, weekday p.m. peak hour impact analysis was performed to supplement the typical a.m. peak hour impact analysis. Estimates of net trip generation were prepared, and potentially significant traffic impacts identified. Future parking demand was estimated and compared to the proposed parking supply. Specific recommendations were made on how to address issues that were identified regarding access to the on-site parking supply. Vehicular and pedestrian Page 8 25A-20 The Academy Charter High School MND I City of Santa Ana Planning Division circulation issues associated with the existing and proposed student pick-up and drop-off areas were evaluated and recommendations for improvement were made. This project was completed in 2008. South Region High School No. 8 EIR Traffic and Pedestrian Study--LAUSD Fehr & Peers conducted a traffic, parking, and a pedestrian safety study for LAUSD South Region High School No. 8, a proposed 1,215 student high school located in the City of Maywood. A report summarizing the study's findings was prepared for inclusion in the draft EIR for the proposed project. The project, as proposed, includes 146,000 square feet of development, including classrooms, a football/soccer stadium with a seating capacity of 1,200, a gymnasium, a support service center, a performing arts center, administration offices, plant manager facilities and on-grade parking facilities with basketball courts above. The study evaluated the potential for traffic impacts on adjacent intersections and street segments. The available parking supply on streets within a'/-mile walking distance of the project site was examined, and the ability of the proposed on-site parking supply to accommodate expected parking demand associated with the project was examined. A pedestrian safety assessment of key crossings leading to the project site was conducted, and recommendations to enhance pedestrian safety were provided. The site access and internal circulation plan was evaluated, and recommendations on future student pick-up/drop-off procedures and queuing requirements were provided. This project was completed in 2010. Project Understanding and Approach Orangewood Children's Foundation (Foundation) was founded over 30 years ago as a 601(c)3 nonprofit for the purpose of developing a facility to shelter Orange County children who are victims of abuse, neglect, and abandonment. In 1985, the Foundation completed development of the Orangewood Children's Home, which is located in the City of Orange. This facility is owned and operated by the Orange County Social Services Agency and is the County's only emergency shelter for neglected and sexually, physically, or emotionally, abused children. The existing Children's Home facility provides housing for minors, an on-site K-12 school and preschool, medical facilities, recreational facilities, a Child Abuse Services Team, and a Family Visitation Center. In addition to supporting the operation of the Children's Home, the Foundation currently provides a wide range of programs, activities, and education to Orange County foster children. The Foundation is proposing to develop a residential private charter high school (The Academy) for education specific to Orange County foster youth. The Academy is proposed to be a residential high school that will accommodate up to 450 students, 80 of which would reside on-site. The proposed development includes five education buildings: a Two classroom buildings (one two-story and one three-story) totaling 46,800 square feet • One two-story administrative/library/student union building totaling 37,200 square feet • One two-story gymnasium totaling 25,800 square feet • One 400 square foot mechanical equipment building The proposed residential component of the project includes the following four buildings: ® Three residential buildings (one two-story and two three-story) totaling 36,000 square feet m One administrative support building totaling 5,000 square feet The proposed school site is located at 1901 North Fairview Street in the City and has been previously developed with hospital and medical buildings. A search of the site's history indicates that the site was utilized by Riverview Hospital from 1964 to 1985, at which time the site became the Santa Ana Hospital and Medical Center. The previous medical structures have been largely demolished, and only the building slabs remain. The project site is designated by the City's General Plan for Professional/Administrative Office land uses with a Floor Area Ratio (FAR) of 0.5. The City's General Plan Land Use Element states that a FAR of 0.5 indicates that the site is intended to have a developed character of lower intensity, and that these areas are typically adjacent Page 9 25A-21 The Academy Charter High School MND I City of Santa Ana Planning Division to low density residential neighborhoods, such as the project site which is adjacent to single-family residential areas. The project site is zoned P (Professional), which provides for a variety of uses that are subject to a Conditional Use Permit (CUP) (per municipal code section 41-313.5), including extended child care facilities, trade and professional schools, gymnasiums, and recreational uses. Therefore, the project would require approval of a CUP prior to implementation. The project as proposed would require a variance to exceed the maximum building height on one of the classroom buildings. Municipal Code section 41-314 states that structures shall not exceed three stories or 35 feet in height within 140 feet of property used or zoned for residential purposes, and structures shall not exceed two-stories or 25 feet in height within the rear 50 percent of a lot abutting a property used or zoned for residential purposes. In addition, the project includes a lot merger and a requested variance for a reduction in parking. Municipal Code section 41-1342 states that the minimum off-street parking requirements for office and professional land. uses is three spaces for each 1,000 square feet of gross floor area. Chad Beckstrom has extensive experience evaluating and processing these types of planning actions for Santa Ana. Further, these discretionary approvals trigger the City's requirement to comply with CEQA prior to considering the project and require a consulting team, such as ICF, that has experience working with the City, experience on school development projects, and a reputation for high-quality and legally defensible environmental documents. ICF will bring our experience and existing relationships working with City staff, as well as an understanding of the issues related to high school development and redevelopment projects, particularly as they relate to impacts on existing communities. We see the key environmental Issues surrounding this project to be related to aesthetics, noise, traffic, and overall effects to adjacent single- family residential land uses. Through our experience preparing CEQA documentation for school projects, our staff has prepared many environmental documents for projects that involved reuse/redevelopment of sites for school uses In established neighborhoods. Overall, we are experienced with complex and controversial projects and have a demonstrated track record of successfully navigating through the CEQA process on behalf of our local municipal clients. Scope of Services Pursuant to the request for proposal (RFP), ICF will prepare an IS/MND in accordance with State CEQA Guidelines, as well as all up-to-date CEQA-related legislation and case law. The environmental analysis will focus on the project, as delineated in the project description, preliminary engineering designs, and other information provided by the City and/or project applicant. Our scope of work for environmental review and technical services for The Academy Charter High School project Is outlined below. Task 1. Project Initiation Meeting/Develop Project Description and Objectives Chad Beckstrom and Renee Escario, as the project management team, will meet with the City's project team within five days of the notice to proceed (NTP) to discuss the project issues, refine our scope if necessary, and gather project specific data and materials (including design details, construction assumptions, and construction schedule) to begin the environmental analyses. Following this meeting, ICF will review this information to gain a firm understanding of the project and the issues. Our project management and necessary technical staff will conduct field visits to review the site and the overall context of the surrounding area. Renee and Chad will also work with the City to develop a detailed project description. Deliverables: ® Attendance at one project initiation meeting (two team members attending) Page 10 25A-22 The Academy Charter High School MND I City of Santa Ana Planning Division • Attendance at one site visit, including drive time and preparation ® Draft and final project description w Memo documenting information requests Task 2. Prepare Technical Studies to Support 1S/MND Due to the nature and location of the proposed project, we anticipate that the following technical studies will be required: • Visual/Light and Glare Analysis ® Traffic Impact Analysis ® Air Quality Impact and GHG Analysis ® Sewer Capacity Study • Noise Impact Study R Archaeological and Paleontological Analysis We anticipate that the applicant would provide a preliminary level of site-specific technical analysis including a preliminary site plan, grading plans, a preliminary geotechnical study, a Phase I study, and a water quality management plan. The ICF team's approach to each of these studies is provided In greater detail below. View Simulations and Visual/Light and Glare Analysis Because potential aesthetic impacts may occur from development of the proposed two and three-story school facility structures adjacent to existing single family residential uses, ICF's visual resources specialists will prepare a detailed visual analysis that will address impacts to the aesthetic conditions in the surrounding vicinity. The visual analysis will provide a narrative of the physical setting will be presented in terms of the visual character and quality of the viewsheds, key vantage points (vistas), and important visual resources within the project viewshed. Additionally, the setting will include an inventory of the viewer groups that have visual access to the site, along with their relative sensitivity to changes in views, and will identify the applicable aesthetic policies in the general plan, and development standards in the zoning ordinance that may be relevant to the project. ICF will prepare computer-generated visual simulations of the proposed project. The purpose of the simulations would be to graphically articulate the visual conditions of the project site before and after implementation of the proposed project. During the initial photographic survey, we will identify and map several candidate key observation points (cKOPs) from which the proposed project may be visible. The locations for the simulation would be selected to depict the most sensitive public views (e.g. from residential areas and from Fairview Avenue) that are subject to change and would be representative of the potential for impact. This scope assumes that three design visualizations will be prepared showing the proposed project from various vantage points. ICF will provide a qualitative evaluation of the changes to the visual environment that would occur as a result of the project. The analysis would focus on project's features that have the capability of modifying the aesthetic character and quality of the project area and are the most sensitive public views. Additionally, we will evaluate the project in terms of visual/aesthetic goals, objectives, and policies contained In relevant planning programs. Mitigation measures will be explored and recommended, as appropriate. This analysis would utilize the project plans and elevation graphics provided by the applicant. We also assume that any proposed features such as planting plans, lighting plans, and proposed aesthetic treatments will be supplied by the applicant. 1CF will conduct an analysis of light and glare that could be generated by the project. We will identify existing lighting sources in the project area, and determine the sensitivity for the introduction of new lighting sources on the project site. We will review lighting design plans, and identify the location of receptors that may be affected by the lighting system. ICF will review applicable municipal code guidance for lighting, and any other standards that may be used as a threshold related to light trespass limitations (i.e., spill light). Glare could potentially impact nearby single-family residential uses as a result of external building lighting or lighting within the parking areas if not adequately shielded. If available, ICF will also analyze the proposed exterior architectural treatments of the proposed design to understand and analyze if any exterior spectral surfaces would have the potential to " Page 11 25A-23 The Academy Charter High School MND I City of Santa Ana Planning Division produce fugitive glare. A qualitative assessment of the impacts from new lighting and glare will be prepared, and mitigation measures will be identified if necessary, which may Include design measures to minimize spill light and glare. Air Quality Impact and GHG Analysis The air quality and GHG emissions assessment will be prepared consistent with the technical requirements and methodologies outlined In SCAQMD's CEQA Air Quality Handbook (as updated per the revisions posted on the SCAQMD website), Localized Significance Threshold Methodology for CEQA Evaluations, and Particulate Matter (PM) 2.5 Significance Thresholds and Calculation Methodology guidance documents. For the evaluation of GHG emissions and climate change, specific methodologies and thresholds will be developed based on the latest information made available by the California Air Resources Board (ARB), Governor's Office of Planning and Research (OPR) and SCAQMD at time of project initiation. The air quality and climate change assessment will consist of the following: • Regulatory Setting and Existing Air Quality Conditions. The project site is located within the SCAQMD Source Receptor Area No. 20 (Central Orange County). The regulatory setting will include a summary of all pertinent statutes and regulations, including the federal Clean Air Act, California and National Ambient Air Quality Standards, and SCAQMD Air Quality Management Plan (AQMP). The existing conditions will describe ambient air quality data from the Anaheim-Pampas Lane ambient air monitoring station. The local air quality conditions will be compared to national and state ambient air quality standards. • Construction-Period Mass Emissions. The construction emissions inventory will include combustion emissions related to equipment operation; fugitive dust emissions related to demolition, site preparation and earthmoving activities; mobile (tailpipe) emissions related to construction worker and haul truck trips; and reactive organic compound emissions related architectural coatings application and asphalt pavement. The emissions inventory will be compiled on a daily basis and compared to SCAQMD regional and localized emissions thresholds to determine significance. ® Operations-Period Mass Emissions Analysis. The operations emissions inventory will include mobile source emissions related to project-generated traffic (as identified by the traffic impact study), as well as stationary source emissions related to energy demand (i.e., electricity consumption). Emissions will be compiled using the CalEEMod land use emissions model and compared to applicable SCAQMD daily emissions thresholds to determine significance. • Localized Carbon Monoxide Concentration Analysis. Using the California Department of Transportation CO Protocol, this analysis will evaluate the degree to which project-related traffic volumes have the potential to effect local carbon monoxide (CO) concentrations. Potential impacts will be evaluated utilizing the CALINE4 dispersion model and EMFAC 2011 emissions factors at up to eight intersection locations. a Potential for Health Risk Impacts. Impacts related to toxic air contaminant emissions during short-term construction and long-term operations will be evaluated qualitatively. • Climate Change/GHG Emissions. Project-related GHG emissions will be estimated using the CaIEEMod software program. ICF will analyze the project's direct GHG emissions related to construction activities and project-related trips, as well as indirect GHG emissions associated with electricity usage. Significance criteria will be developed based on current guidance from CARE, OPR and SCAQMD. e Consistency with AQMP. The analysis will evaluate the project's consistency with the SCAQMD's 2007 AQMP in accordance with the procedures set forth by the SCAQMD. Noise Impact Study ICF will conduct a noise analysis for the proposed project in accordance with CEQA requirements to evaluate potential impacts to existing and future noise-sensitive land uses. Our local noise engineer is certified by the Page 12 25A-24 The Academy Charter High School MND I City of Santa Ana Planning Division INCE and has conducted numerous analyses for projects involving re-development and school projects that are adjacent to residential and sensitive uses. Existing residences are located immediately adjacent to the project site, which could be impacted by noise from project construction and/or operation. Additionally, on-site classrooms, outside recreational school uses, and offsite residential land uses adjacent to the local arterial roads are also considered to be noise-sensitive and could be impacted by project traffic. To identify the existing ambient noise environment in the project area, five short-term (10-15 minutes in duration) ambient noise measurements will be conducted at noise-sensitive locations in and around the project site. The noise measurements will be conducted using equipment and methods as proscribed by the American National Standard Institute and consistent with the standards of the practice for community noise analysis. Using the noise measurements as a baseline, potential construction noise impacts on nearby noise-sensitive land uses will be evaluated based on construction equipment data to be provided by the project applicant and noise modeling methods developed by the Federal Highway Administration (FHWA). Long-term (operational) noise effects from the project will also be addressed and will include evaluation of on-site activity noise levels and the ability of the noise to effect surrounding uses. Further, traffic noise will be assessed using the project's traffic volume data and the FHWA Traffic Noise Model version 2.5. The significance of noise impacts resulting from the proposed project will be assessed based on relevant thresholds (city, state and federal). If significant noise impacts are identified, mitigation measures to reduce impacts to a less-than-significant level (where feasible) will be recommended. The results of the noise analysis will be provided in the noise section of the IS/MND. Any technical data or modeling will be provided in an appendix. Cultural Resource Evaluation ICF recommends that a records search, locality search, and assessment report be prepared to evaluate the potential for archeological and paleontological resources to be found on the project site. This evaluation will: ® Conduct a literature and records search at the South Central Coastal Archaeological Information Center of the California Historical Resources Information System at California State University, Fullerton, to determine if any prehistoric or historical cultural resources have been recorded within project area. N Review published geologic and paleontological literature and museum databases, including the Los Angeles County Museum of Natural History database. ® In coordination with the City, ICF will contact with the Native American Heritage Commission and local Native Americans regarding the project. Because the project area is completely paved and developed, an archaeological field survey will not be conducted. The findings of the cultural and paleontological resource investigations will be used to provide an assessment of the sensitivity of the project area for prehistoric archaeological and paleontological resources. This will be summarized in the Cultural Resource section of the ISIMND. The MND will also provide mitigation measures, if necessary. Traffic Impact Analysis (TIA) As a subconsultant to ICF, Fehr & Peers will prepare a project-specific TIA to evaluate the traffic related impacts of the proposed project. The TIA will be summarized in the traffic section of the ISIMND and included as an appendix. Preparation of the TIA includes the following tasks: N Confirm Traffic Analysis Scope. Fehr & Peers and other members of the project team would meet with the City of to review and approve our approach to preparing the traffic study. Specific Items that would be addressed in this scoping memorandum include: Page 13 25A-25 The Academy Charter High School MND I City of Santa Ana Planning Division • Study Intersections • Project Description • Project Trip Generation by • Project Trip Distribution • Cumulative Projects • City Roadway Design Standards • Process for Cumulative Project Forecast Methodology • Thresholds of Significance • Methodology for Identifying Neighborhood Traffic Intrusion Impacts • Identification of Peak Hours to be Assessed Prior to this initial meeting, Fehr & Peers will prepare a memorandum recommending a proposed approach. Following the completion of this meeting, Fehr & Peers will update the memorandum as needed. K Existing Conditions Analysis. Fehr & Peers will analyze existing conditions within the study area, which involves a held review to document the existing roadway and intersection configurations including the lane widths, striping patterns, traffic, location of traffic control devices, sidewalks, and transit facilities. Traffic counts available from the City will be utilized, and the following locations will be evaluated: • Fairview Avenue at 17'h Street • Fairview Avenue at Strawberry Lane • Fairview Street at Huckleberry Road • Fairview Street at Edna Drive • Fairview Street at Trask Avenue Based on discussion with City staff, this scope assumes that roadway segment counts are available at up to four roadway segments within the City of Santa Ana. However, this scope can be augmented to include intersection and roadway segment counts to be collected. A budget of counts at up to five intersections or roadway locations has been identified as an additional cost on the budget spreadsheet. The available or collected counts will be utilized for either capacity assessment on major roadway segments or will be used in the neighborhood traffic intrusion assessment. Level of Service (LOS) capacity analysis will be prepared for all existing study intersections during both the morning (am) and evening (pm) peak periods. In addition, LOS will also be prepared for the roadway segment, based on the Orange County Master Plan of Arterial Highways methodology, the City of Santa Ana Circulation Element, and the Orange County Congestion Management Program. Driveways to/from the project will also be reviewed by ensuring that adequate sight distance is provided at the proposed driveway locations. Fehr & Peers will conduct a gap acceptance study at the proposed driveways by to document the available gaps in traffic during the peak hour for traffic exiting the project site. Instead of preparing a new queuing assessment at school locations, Fehr & Peers proposes to use its experience and extensive inventory of queuing observations at dozens of schools throughout the state to ensure that adequate drop-off storage is provided. This would eliminate the need for a new queuing assessment work effort. n Project Traffic Forecasts. Fehr & Peers would identify project traffic estimates for daily and peak hour periods using information from the project sponsor related to employment, enrollment, and the number of on-campus residents. Fehr & Peers has also collected traffic counts at numerous schools throughout California and will utilize relevant data to supplement data for this study. • Background Traffic Forecasts. Fehr & Peers will prepare traffic forecasts including: • Existing Conditions with Project Conditions • 2013 Project Opening Year No-Project Conditions • 2013 Project Opening Year with Project Conditions Page 14 25A-26 The Academy Charter High School MND I City of Santa Ana Planning Division • 2035 Project Design Year No-Project Conditions 2035 Project Design Year with Project Conditions Year 2013 volumes will be identified by applying an appropriate growth rate identified by the City to the existing volumes and adding traffic from approved/pending projects in the area that are anticipated to be completed prior to the opening of the proposed project. Year 2035 forecasts will be developed using a local or regional travel demand model, City General Plan forecasts, or application of a growth rate combined with trips from approved and pending projects. This includes preparation of a cumulative traffic analysis that utilizes all of the previous, pending or reasonably foreseeable projects within the traffic study area. In addition, a review of relevant traffic and parking studies and documents containing traffic analyses within the project area will be completed. This will be performed to determine of any future improvements are to be assumed. In addition, this will include evaluation of the mitigation measures presented in the original development agreement/traffic study as it relates to any proposed mitigation recommended in the proposed project's traffic study. » Traffic Impacts and Mitigations. Fehr & Peers will identify impacts associated with the project traffic. If any impacts are identified, mitigations will be noted. These mitigations could include traffic signal installation, traffic signal improvements, intersection lane striping, localized street improvements, roadway widening, or other related items. Intersection control analysis at unsignalized intersections will be performed, including performing a peak hour signal warrant analysis at unsignalized locations to determine of a traffic signal is warranted and required. ® Site Plan and Alternative Modes Review. Fehr & Peers will conduct a review of the project site plan related to site access, internal circulation, and parking. Assessments and recommendations will be developed at project access locations including sight distance and stopping sight distance based on information collected in previous tasks. Internal circulation, Including vehicle queues at driveways and potential impacts of drop-offs and pick-ups on street traffic, will be analyzed using the information collected in Task 2. We will also conduct a peer review of the LLG parking study prepared for the site to determine if adequate parking will be provided for the project. Concurrent with this site plan review, Fehr & Peers will also determine if there are any conflicts with adopted programs and policies related to alternative travel modes like bicycles, pedestrians, and transit. ® Neighborhood Impacts. A detailed assessment of the potential impacts to the adjacent residential areas will be performed. This scope assumes that neighborhood streets will be assessed using the count information provided or collected in previous tasks. Please note that this scope and fee assumes this assessment will be conducted in a methodology that is similar in effort to a TIRE (Traffic Intrusion on Residential Environments) index. ® Draft Report. Fehr & Peers would produce a professional traffic engineering draft traffic impact report. It is anticipated that a draft report would be produced, with the report updated following the receipt of any comments from the project team and City staff. Sewer Capacity Analysis As a subconsultant to ICF, Fuscoe will prepare a project-specific sewer capacity analysis as requested by the RFP. To identify and document the existing conditions on the project site, Fuscoe will conduct a review of available information related to the project site, including previous wastewater generation demands from the site, proposed development plans, the City's Sewer Master Plan, and any other information that may be pertinent to the existing or proposed wastewater demand. Fuscoe will then prepare a sewer capacity analysis for the proposed project that would evaluate the existing demand based on local sewer generation factors and compare it with proposed demand based on the new school use and projected sewer generation factors. The study will also evaluate the capacity of the public sewer system in the adjacent right-of-way by comparing proposed project flows with the estimated flows (i.e. modeled Page 15 25A-27 The Academy Charter High School MND I City of Santa Ana Planning Division flows) of the public sewer system provided by the City's most recent Sewer Master Plan. If sewer flow monitoring data is available from City of Santa Ana Public Works Department, it will be incorporated into the analysis to assist with capacity assessment. This scope of work does not include evaluation of the existing sewer system to obtain current sewer flow monitoring data. The sewer capacity analysis will be summarized in the utilities section of the IS/MND. The report provided by Fuscoe will be included as an appendix to the IS/MND. Task 3. Prepare Administrative Draft IS/MND To utilize time most efficiently, preparation of the technical studies would occur concurrently with preparation of the administrative draft MND. ICF will prepare an administrative draft IS/MND for the project, which will include an evaluation of the environmental resources contained in the CEQA Environmental Checklist. The analyses will include: • Discussion of existing conditions • Identification, analysis, and evaluation of all potential environmental impacts Is Examination and recommendation of feasible ways to eliminate or minimize adverse environmental impacts a Discussion of cumulative impacts We will provide substantial evidence to support the findings in the CEQA Environmental Checklist, providing both quantitative and qualitative analysis. To support the conclusions of the analysis for some of the topic areas, we will use the technical studies and analyses described previously. The cumulative impacts analysis will focus on the potential for environmental impacts from this project, along with other proposed and reasonably foreseeable projects In the area. We will develop the list of cumulative projects in coordination with City staff, and reach out to surrounding jurisdictions (i.e., Garden Grove). We will evaluate and discuss the project's contribution to the overall cumulative baseline to identify any potential "cumulatively considerable" impacts. ICF will prepare a fully edited administrative draft IS/MND for the City's review and comment. Following the City's review of the administrative draft document, ICF will incorporate the City's comments, revise the document accordingly, and provide a draft document for City review prior to public distribution. Deliverables A Administrative draft IS/MND including all technical studies - 10 hard copies and one round of review is included in the budget • Screencheck draft IS/MND including all technical studies -10 hard copies and one round of review is included in the budget • Electronic files and CD of each draft Task 4. Prepare and Circulate Public Draft IS/MND, NOI, and NOC Upon the City's approval of the draft IS/MND, we will prepare and produce copies for public review. ICF will prepare a notice of intent (NOI) for posting at the County Clerk and a notice of completion (NOC) for submittal to the State Clearinghouse. ICF will circulate the IS/MND for a 30-day public review period. We will work In consultation with City staff to develop a distribution list for the IS/MND, we will distribute the document to state and local agencies, and other recipients for public review and comments, as determined by the City and we will post the NOI at the County Clerk's office. As is practice in working with the City, we assume that City staff will draft the notice for a newspaper of regional circulation. Page 16 25A-28 The Academy Charter High School MND ( City of Santa Ana Planning Division Deliverables m Print and mail up to 20 copies of the public review iS/MND • 10 CDs containing Adobe Acrobat files of the draft IS/MND • Post NOI at the County Clerk I ¦ Submit the NOC along with 15 hard copies of the IS/MND to the State Clearinghouse • Print NOI suitable for distribution (up to 30 copies) • Provide PDF version suitable for the City to post on the City website. Tasks. Prepare Response to Comments and Final IS/MND Prepare Response to Comments . ICF will work with City staff to address comments received during public review of the IS/MND. Based on our understanding of the City process, this scope of work includes preparation of responses to comments received during the public review. period. These responses to comments, along with any changes to the IS/MND, will be submitted to the City first as an administrative final IS/MND. We assume 30 hours of ICF technical staffs time to respond to comments. Prepare Mitigation, Monitoring, and Reporting Program ICF will prepare a mitigation monitoring and reporting program (MMRP) that will Identify mitigation measures, timing, responsibility for implementation, and monitoring methods. We will work with City staff to identify appropriate responsible parties, methods, and timing. ICF will provide the MMRP in conjunction with the administrative final IS/MND. Following the City's review and approval of the administrative final IS/MND, we will provide a final IS/MND to the City prior to distributing the final IS/MND to commenting parties. The budget assumes two rounds of review and revision of the final IS/MND. Per the RFP, we have assumed 20 hard copies and 20 CDs of the final IS/MND will be provided. After certification of the IS/MND by the City Council, ICF will prepare the NOD and post it with the County Clerk. Deliverables • Administrative final IS/MND -10 hardcopies and 1 CD • Final IS/MND - 20 hardcopies and 20 CDS s Electronic files containing Microsoft Word and Adobe Acrobat files of the final IS/MND ® Posting of NOD at County Clerk Task 6. Attend Meetings and Project Administration Project Coordination Meetings with City Staff and Applicant ICF staff will be available to attend project meetings with City staff. These may include meetings with the applicant to understand the project, administrative draft document review meetings, focused issue discussion meetings, or preparation for public hearings. Per the RFP, this scope of work includes project manager and project director attendance at six project coordination meetings with City staff. Page 17 25A-29 The Academy Charter High School MND I City of Santa Ana Planning Division In addition, this scope includes Fehr & Peers' attendance at two meetings related to the preparation and review of the traffic study. These meetings could include project coordination meetings, study session meetings, public hearings, or other meetings as needed. Planning Commission and City Council Study Sessions and Public Hearings ICF will be available to attend Planning Commission and City Council study sessions and hearings related to the proposed project. We will produce presentation materials as necessary, and be available to discuss the environmental review process and results of the draft and final IS/MNDs. We will assist City staff, at their direction, through the public comment and certification processes, briefings to commissioners and City Council members, and other means of support as may be appropriate. Per the RFP, this scope of work includes project manager and project director attendance at one Planning Commission study session, one City Council study session, and two planning commission hearings. Deliverables: • Six project coordination meetings ® One Planning Commission study session • One City Council study session ® Two Planning Commission hearings ® Additional meetings as necessary (to be billed separately on a time and materials basis) MND Schedule We understand that the applicant would like to commence project operation in September 2013. To meet this schedule the IS/MND will need to be in public review by April 16, 2012. Our proposed MND work schedule shown on the following page shows the time needed for the tasks described in scope of work and includes time for City review, comment, and redraft of the documents, discussion, and deliberation throughout the project. This schedule represents our best estimate based on what we currently know of the project and assumes that all project description information, and project plans will be available at the kick-off meeting. We will refine the schedule as part of Task 1, and we will work with the City to develop a mutually agreeable schedule should adjustments be needed. COST ESTIMATE Our cost estimate is organized by the tasks described in the scope of work above. A detailed breakdown of labor and direct expenses is shown on the cost spreadsheet that follows. We recognize that cost can be an important factor in the ultimate decision for selection of a consultant. While the cost presented represents our best estimate based on our current knowledge of the project, we are willing to work with the City to refine the scope and budget, should it be necessary. Page 18 25A-30 --x wry _ ~ } ~ E , Ti x i 3 ! k~ 'LAU O ~ i ylRR-a~ c ~ a s ! y 'a ~ i i m i O f~ S i ? m ~ i l { j 1 S ! i ~ ~ z clz 1 ! f C c O• t Q - - a I ! 1 to ~ ~ ~ x t ! t f !z l ~:5 E~ ~ iQ v' UJ 4) CL 'LL s~. a`.`1 f lDLL OIL >7((n N U Qe~ O- iU o! ice} g o v cca a 5 o c to U) as .c { CJ ~ a c m C: c - ~ U ! a' rn c F: - ^ df a; (J> c > o f c w. 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BJ lFisi e J r` - s i•igiLi i~i i i t t t! i~i~i igt :a1 ~ ~:-:~:~~;a~: • ~:g•s,fr{ !$iyi !~f sl~t$z~=sY.id S{Lt~~~:~i~€i_ ~ § ~ g a ~ $ iisi~iY: x• 'mss - 'G:zt-src' 4' ie•:r i7!-•v:a:a: a:~i i$INt$: i •rl i¢; i :qi c :~:u:aara eR • s' - t e{: !~i°' 1~1~~~'x:~'Oi-;~Sia'$: .gi~. .o,a :~~.~.Q Q Q3 ~ o 1tpidiS•..°:>•a;~:u:r-i4t::g{aim.u;~=i~i3z3a{dai.~-i5;z{olr~°{ss~~'sa•StSi.~'~:.~:~:ssu 25A-32 EXHIBIT B ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ("additional insureds") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective , this endorsement form as a part of Policy # Issued to Named Insured Countersigned by Authorized Representative 9 25A-33 i 25A-34 REQUEST FOR t~ COUNCIL ACTION CITY COUNCIL MEETING DATE: CLERK OF COUNCIL USE ONLY: DECEMBER 19, 2011 TITLE APPROVED COOPERATIVE AGREEMENTS WITH ? As Recommended OCTA FOR IMPLEMENTATION OF ? As Amended Reading 1st REGIONAL TRAFFIC SIGNAL El Ordinance on El Ordinance on 2 n "d Reading SYNCHRONIZATION PROJECTS ? Implementing Resolution (126770, 126771 AND 126772) ? Set Public Hearing For CONTINUED TO 1 i FILE NUMBER CITY MANAGER RECOMMENDED ACTION Authorize the City Manager and Clerk of the Council to execute the attached cooperative agreements with the Orange County Transportation Authority (OCTA) subject to nonsubstantive changes approved by the City Manager and City Attorney to implement three Measure M Regional Traffic Signal Synchronization Projects. DISCUSSION On March 7, 2011, Council authorized staff to submit joint applications with other agencies for funding under the renewed Measure M2 Regional Traffic Signal Synchronization Program to provide interjurisdictional traffic signal synchronization and improvements along several corridors in the city. On June 30, 2011, the OCTA Board approved the local agencies' funding request for implementation of traffic signal synchronization and improvements on the following corridors: • MacArthur Boulevard/Talbert Avenue from Wal-Mart Center to State Route-55 • Tustin Avenue/Rose Street from 1 st Street to Yorba Linda Boulevard • Warner Avenue from Pacific Coast Highway to Red Hill Avenue The other local agencies participating in these three projects are Huntington Beach, Fountain Valley, Tustin, Orange, Anaheim, Placentia, and Caltrans. The Measure M2 grant approved for the three corridors totals $1,697,305 with the local agencies providing a 20 percent match for $424,328. Santa Ana's grant amount is $632,608 with a 20 percent match of $145,615. The following table reflects the funding breakdown: 25B-1 Cooperative Agreements With OCTA December 19, 2011 Page 2 Project Costs Santa Ana's Portion Corridors Total M2 Grant Local M2 Grant Match Match MacArthur Blvd./Talbert St. $490,320 $392,256 $98,064 $219,360 $54,840 Tustin Ave/.Rose St. $854,000 $683,200 $170,800 $96,464 $27,400 Warner Ave. $777,313 $621,849 $155,464 $316,784 $63,375 Total $2,121,633 $1,697,305 $424,328 $632,608 $145,615 OCTA will be the lead agency in implementing these projects. Each cooperative agreement identifies the roles and responsibilities of OCTA and the local agencies. The agreement also stipulates that OCTA is committed to funding and implementing the projects, and will provide oversight to maintain interjurisdictional synchronization on the projects during the three-year grant period. ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT Funds for the local match of 20 percent in the amount of $145,615 are available in Traffic Congestion Relief HUT (accounting unit 05917663-66220). APPROVED AS TO FUNDS AND ACCOUNTS: Raul Godinez II Francisco Gutierrez Executive Director Executive Director Public Works Agency Finance & Management Services Agency RG/VN Exhibits: 1. Cooperative Agreement No. C-1-3022 2. Cooperative Agreement No. C-1-3023 3. Cooperative Agreement No. C-1-3024 25B-2 1 COOPERATIVE AGREEMENT NO. C-1-3022 2 BY AND BETWEEN 3 ORANGE COUNTY TRANSPORTATION AUTHORITY 4 AND 5 THE CITIES FOUNTAIN VALLEY, HUNTINGTON BEACH, SANTA ANA 6 AND 7 THE STATE OF CALIFORNIA 8 FOR 9 IMPLEMENTATION OF 10 THE MACARTHUR BOULEVARD / TALBERT AVENUE FUNDED AS PART OF THE MEASURE M2 11 REGIONAL TRAFFIC SIGNAL SYNCHRONIZATION PROGRAM (PROJECT P) 12 THIS AGREEMENT, is effective this - day of , 2011 by and between the Orange 13 County Transportation Authority, 550 South Main Street, P.O. Box 14184, Orange, California 92863- 14 1584, a public corporation of the State of California (hereinafter referred to as "AUTHORITY"), and the .15 Cities of Fountain Valley, Huntington Beach, Santa Ana, and the State of California (hereinafter 16 referred to as the "PARTICIPATING AGENCIES"). 17 WHEREAS, the AUTHORITY in cooperation with the PARTICIPATING AGENCIES are 18 working together in coordinating traffic signals across multiple jurisdictional boundaries as a part of the 19 Renewed Measure M (M2) Regional Traffic Signal Synchronization Program Project P (Project P) to 20 enhance countywide traffic flow and reduce congestion; and 21 WHEREAS, AUTHORITY has completed the competitive 2010 Call for Projects (hereinafter, 22 "2010 CALL") in support of Project P and awarded Project P funds based on the application 23 (hereinafter, "APPLICATION") prepared by the City of Santa Ana (hereinafter referred to as the 24 "APPLICANT AGENCY") for implementation of signal synchronization of traffic signals along 25 MacArthur Boulevard / Talbert Avenue Corridor (hereinafter, `PROJECT'); and 26 WHEREAS, the PARTICIPATING AGENCIES in their approved APPLICATION have elected Exhibit 1 25B-3 COOPERATIVE AGREEMENT C-1-3022 1 to designate the AUTHORITY and AUTHORITY agrees to act as the implementing agency to carry out 2 the signal coordination PROJECT; and 3 WHEREAS, the PROJECT will include approximately twenty-six (26) traffic signals as 4 identified in the APPLICATION and illustrated in the PROJECT Scope of Work, which is attached 5 and referred to herein as Attachment A; and 6 WHEREAS, the PROJECT will include elements identified in the APPLICATION including 7 certain hardware and software upgrades to traffic controllers, traffic telecommunications and intertie 8 systems, central traffic master controllers -and associated systems (hereinafter collectively referred 9 to as "TRAFFIC CONTROL ELEMENTS"), will be constructed and/or installed and implemented as 10 part of the PROJECT as identified in Attachment A; and 11 WHEREAS, AUTHORITY agrees to work with PARTICIPATING AGENCIES to coordinate 12 the inclusion of other traffic control elements that must be installed at the same time as the 13 construction of the PROJECT that are NOT included in Attachment A and will be the responsibility of 14 the AGENCY owning each and any of those traffic control elements during the course of the project; 15 and 16 WHEREAS AUTHORITY agrees to implement the PROJECT based on Attachment A and with 17 a combined cash and in-kind match of ninety-eight thousand, sixty-four Dollars ($98,064.00), equivalent 18 to twenty percent (20%) of the PROJECT cost (see Attachment 13); and 19 WHEREAS, AUTHORITY and the PARTICIPATING AGENCIES desire to enter into this 20 Agreement to implement the PROJECT in support of Project P as part of M2; and 21 WHEREAS, this Cooperative Agreement defines the specific terms, conditions and funding 22 responsibilities between the AUTHORITY and the PARTICIPATING AGENCIES for the implementation 23 of the PROJECT. 24 WHEREAS, the Orange County Transportation Authority Board of Directors approved funding 25 for the PROJECT and authorized the Chief Executive Officer to negotiate and execute.this cooperative 26 agreement on June 13, 2011. Page 2 of 14 25B-4 COOPERATIVE AGREEMENT C-1-3022 1 WHEREAS, the CITY of Fountain Valley's City Council approved this Agreement on the 2 day of , 20 3 WHEREAS, the CITY of Huntington Beach's City Council approved this Agreement on the 4 day of 20 ,5 WHEREAS, the CITY of Santa Ana's City Council approved this Agreement on the 6 day of 20 7 WHEREAS, the State of California Department of Transportation's Deputy District Director of 8 Operations approved this Agreement on the day of , 20 9 NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and the 10 PARTICIPATING AGENCIES as follows: 11 ARTICLE 1. COMPLETE AGREEMENT 12 A. This Agreement constitutes the complete and exclusive statement of the terms and 13 conditions of the Agreement between AUTHORITY and the PARTICIPATING AGENCIES concerning 14 the PROJECT roles and responsibilities and required PROJECT match and supersedes all prior 15 representations, understandings and communications between the parties. The above-referenced 16 Recitals are true and correct and are incorporated by reference herein. 17 B. AUTHORITY's failure to insist on any instance(s) of PARTICIPATING AGENCIES's 18 performance of any term(s) or condition(s) of this Agreement shall not be construed as a waiver or 19 relinquishment of AUTHORITY's right to such performance or to future performance of such term(s) or 20 condition(s), and AGENCY's obligation in respect thereto shall continue in full force and effect. Changes 21 to any portion of this Agreement shall not be binding upon AUTHORITY except when specifically 22 confirmed in writing by an authorized representative of AUTHORITY by way of a written amendment to 23 this Agreement and issued in accordance with the provisions of this Agreement. 24 C. PARTICIPATING AGENCIES's failure to insist on any instance(s) of AUTHORITY's 25 performance of any term(s) or condition(s) of this Agreement shall not be construed as a waiver or 26 relinquishment of PARTICIPATING AGENCY's right to such performance or to future performance of Page 3 of 14 25B-5 COOPERATIVE AGREEMENT C-1-3022 1 such term(s) or condition(s); and AUTHORITY's obligation in respect thereto shall continue in full force 2 and effect. Changes to any portion of this Agreement shall not be binding upon PARTICIPATING 3 AGENCIES except when specifically confirmed in writing by an authorized representative of 4 PARTICIPATING AGENCIES by way of a written amendment to this Agreement and issued in 5 accordance with the provisions of this Agreement. 6 ARTICLE 2. SCOPE OF AGREEMENT' 7 This Agreement specifies the roles and responsibilities of the PARTIES as they pertain to the 8 subjects and projects addressed herein. Both AUTHORITY and PARTICIPATING AGENCIES agree 9 that each will cooperate and coordinate with the other in all activities covered by this Agreement and 10 any other supplemental agreements that may be required to facilitate purposes thereof. 11 ARTICLE 3. RESPONSIBILITIES OF AUTHORITY 12 AUTHORITY agrees to the following responsibilities for funding of the PROJECT: 13 A. AUTHORITY shall implement the PROJECT based on the APPLICATION prepared by 14 the APPLICANT AGENCY in accordance with the policies and procedures contained in the CTFP 15 Guidelines. 16 B. AUTHORITY shall provide oversight in order to maintain inter jurisdictional traffic signal 17 operational integrity between PROJECT and other existing and new M2 Project P funded projects. 18 C. AUTHORITY shall perform web-based public outreach activities for the project to 19 communicate major project milestones and results. 20 D. AUTHORITY shall provide formats, templates, and guidance in reporting requirements 21 as described in CTFP. 22 E. AUTHORITY, or agents of AUTHORITY, may upon close-out of PROJECT under this 23 Agreement, perform an audit and or technical review to ensure that the CTFP Guidelines policies and 24 procedures were followed. Such an audit shall be performed within one hundred and eighty (180) days 25 after the PROJECT three-year grant period is complete. If the audit or technical review determines that 26 any of the activities performed are ineligible for CTFP funding, PARTICIPATING AGENCIES must Page 4 of 14 25B-6 3 COOPERATIVE AGREEMENT C-1-3022 1 return the amount of funding used to perform the ineligible activity to AUTHORITY. 2 F. AUTHORITY will invoice the PARTICIPATING AGENCIES as identified in the 3 PROJECT 2010 CALL APPLICATION and Attachment B for the dollar match at the start of the 4 PROJECT. 5 G. AUTHORITY will request updates on the PROJECT as part of semi-annual review 6 process, including documentation of in-kind match conforming to Attachment B and will include the 7 PROJECT in the list of active projects in OCFundtracker until completion of the three year grant period. 8 Documents to be provided include, but are not limited to, payroll records, contracts, and purchase 9 orders. 10 ARTICLE 4. RESPONSIBILITES OF THE AUTHORITY AS PROJECT LEAD AGENCY 11 The AUTHORITY as the LEAD AGENCY agrees to the following responsibilities for the 12 implementation of the PROJECT: 13 A. AUTHORITY will act as the LEAD AGENCY for the work necessary to manage, procure, 14 and complete the PROJECT as identified in Attachment A, which is attached to and, by this reference, 15 incorporated in and made a part of this agreement. 16 B. To coordinate outreach with the~PARTICIPATING AGENCIES for the PROJECT. 17 C. To collect manual intersection movement and automated machine traffic counts. 18 D. To develop new timing plans optimized for signal synchronization. 19 E. To provide updated timing plans and traffic count data to the PARTICIPATING 20 AGENCIES. 21 F. To prepare a "Before and After Study" for the PROJECT. As described in the Measure 22 M2 Eligibility Guidelines adopted by the AUTHORITY, the "Before and After Study" for the project is 23 considered the equivalent of the required Project Final Report (Measure M2 Ordinance No. 3, Section 24 B.111.9) for the project. The AUTHORITY shall provide the "Before and After Study" to the 25 PARTICIPATING AGENCIES in draft and final formats for comment and comments shall be noted in 26 the final study. Page 5 of 14 25B-7 a COOPERATIVE AGREEMENT C-1-3022 1 G. To provide Ongoing Maintenance and Operation of optimized signal timing after Primary 2 Implementation of the PROJECT is completed and continue until the end of the three year grant period. 3 ARTICLE 5. RESPONIBILITES OF THE PARTICIPATING AGENCIES 4 The PARTICIPATING AGENCIES agree to the following responsibilities for implementation 5 and funding of the PROJECT: 6 A. Provide a technical representative to meet and participate as a member of the 7 project's Traffic Forum. 8 B. To authorize the AUTHORITY to manage, procure, and implement all aspects of the 9 project. 10 C. To participate and support the PROJECT implementation within the timeframe 11 outlined in the APPLICATION and consistent with the CTFP Guidelines adopted by the 12 AUTHORITY. 13 D. To provide the AUTHORITY all current intersection, local field master, and/or central 14 control system timing plans and related data upon request. 15 E. To provide the local match and/or documentation for the in-kind services for the 16 project in accordance with Attachment B. Failure to provide included match and/or evidence of in- 17 kind service may result in the loss of future participation for competitive funds. 18 F. PARTICIPATING AGENCIES that have included a dollar match as identified in 19 Attachment B shall provide payment for the dollar match to the AUTHORITY within 30 calendar days of 20 receipt of an invoice. 21 G. PARTICIPATING AGENCIES that have included an in-kind match as identified in 22 Attachment B shall provide documentation of conformance as part of the semi-annual review process. 23 H. PARTICIPATING AGENCIES shall provide updates to the AUTHORITY on the 24 PROJECT as part of semi-annual review process until completion of the three year PROJECT grant 25 period. Documents to be provided include, but are not limited to, payroll records, contracts, and 26 purchase orders. Page 6 of 14 25B-8 COOPERATIVE AGREEMENT C-1-3022 1 1. PARTICIPATING AGENCIES shall continue Ongoing Maintenance and Operation after 2 the three year grant period is complete and continue until the end of the PROJECT if specified as part 3 of the Attachment A Maintenance of Effort section. 4 ARTICLE 6. DELEGATED AUTHORITY 5 The actions required to be taken by PARTICIPATING AGENCIES in the implementation of this 6 Agreement are delegated to its City Managers, or equivalent designee, and the actions required to be 7 taken by AUTHORITY in the implementation of this Agreement are delegated to AUTHORITY's Chief 8 Executive Officer. 9 ARTICLE 7. AUDIT AND INSPECTION 10 AUTHORITY and PARTICIPATING AGENCIES shall maintain a complete set of records in 11 accordance with generally accepted accounting principles. Upon reasonable notice, PARTICIPATING 12 AGENCIES shall permit the authorized representatives of AUTHORITY to inspect and audit all work, 13 materials, payroll, books, accounts, and other data and records of PARTICIPATING AGENCIES for a 14 period of four (4) years after final payment, or until any on-going audit is completed. For purposes of 15 audit, the date of completion of this Agreement shall be the date of AUTHORITY's payment of 16 PARTICIPATING AGENCIES' final billing (so noted on the invoice), if applicable, under this Agreement. 17 AUTHORITY shall have the right to reproduce any such books, records, and accounts. The above 18 provision with respect to audits shall extend to and/or be included in contracts with PARTICIPATING 19 AGENCIES' contractor. 20 ARTICLE 8. INDEMNIFICATION 21 A. The PARTICIPATING AGENCIES shall jointly and severally indemnify, defend and hold 22 harmless the AUTHORITY, it's officers, directors, employees and agents from and against any and all 23 claims (including attorney's fees and reasonable expenses for litigation and settlement) for any loss or 24 damages, bodily injuries, damage to, or loss of property caused by the negligent acts, omissions or 25 willful misconduct by the PARTICIPATING AGENCIES, its officers, directors, employees or agents in 26 connection with or arising out of the performance of this Agreement. Page 7 of 14 25B-9 COOPERATIVE AGREEMENT C-1-3022 1 B. The PARTICIPATING AGENCIES shall maintain adequate levels of insurance, or self- 2 insurance to assure full indemnification of AUTHORITY. 3 C. AUTHORITY shall indemnify, defend and hold harmless the PARTICIPATING 4 AGENCIES, its officers, directors, employees or agents, and/or its officers, directors, employees or 5 agents from and against any and all claims (including attorney's fees and reasonable expenses for 6 litigation and settlement) for any loss or damages, bodily injuries, damage to, or loss of property caused 7 by the negligent acts, omissions or willful misconduct by AUTHORITY, its officers, directors, employees 8 or agents in connection with or arising out of the performance of this Agreement. 9 D. AUTHORITY shall maintain adequate levels of insurance, or self-insurance to assure full 10 indemnification of the PARTICIPATING AGENCIES. 11 ARTICLE 9. ADDITIONAL PROVISIONS 12 A. Term of Agreement: This Agreement shall continue in full force and effect until 13 September 30, 2014. This Agreement may be extended at the mutual consent of both parties. 14 B. This Agreement may be extended or amended in writing at any time by the mutual 15 consent of both parties. No amendment shall have any force or effect unless executed in writing by 16 both parties. 17 C. The AUTHORITY and the PARTICIPATING AGENCIES agree to work together in good 18 faith, using reasonable efforts to resolve any unforeseen issues and disputes arising out of the 19 performance of this Agreement. 20 D. Legal Authority: The AUTHORITY and the PARTICIPATING AGENCIES hereto 21 represent that they are authorized to execute this Agreement on behalf of said parties and that, by so 22 executing this agreement, the parties hereto are formally bound to the provisions of this Agreement. 23 E. Severability: If any term, provision, covenant or condition of this Agreement is held to be 24 invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the 25 remainder of this Agreement shall not be affected thereby, and each term, provision, covenant or 26 condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law. I Page 8 of 14 25B-10 COOPERATIVE AGREEMENT C-1-3022 1 F. Counterparts of Agreement: This Agreement may be executed and delivered in any 2 number of counterparts, each of which, when executed and delivered shall be deemed an original and 3 all of which together shall constitute the same agreement. Facsimile signatures will be permitted. 4 G. In the event that the PROJECT Costs exceed the estimates as submitted in the 5 APPLICATION as prepared by the APPLICANT AGENCY, all parties agree to meet and determine 6 PROJECT revisions to meet the budget or a revised funding proposal by PARTICIPATING AGENCIES 7 which shall be documented and submitted in writing as a revision to the agreement. 8 H. AUTHORITY and PARTICIPATING AGENCIES shall comply with all applicable federal, 9 state and local laws, statutes, ordinances and regulations of any governmental authority having 10 jurisdiction over the PROJECT. 11 1. Force Majeure: Either Party shall be excused from performing its obligations under this 12 Agreement during the time and to the extent that it is prevented from performing by an unforeseeable 13 cause beyond its control, including but not limited to; any incidence of fire, flood; acts of God; 14 commandeering of material, products, plants or facilities by the federal, state or local government; 15 national fuel shortage; or a material act or omission by the other party; when satisfactory evidence of 16 such cause is presented to the other Party, and provided further that such nonperformance is 17 unforeseeable, beyond the control and is not due to the fault or negligence of the Party not performing. 18 J. Assignment: Neither this Agreement, nor any of the Parties rights, obligations, duties, or 19 authority hereunder may be assigned in whole or in part by either Party without the prior written consent 20 of the other Party in its sole and absolute discretion. Any such attempt of assignment shall be deemed 21 void and of no force and effect. Consent to one assignment shall not be deemed consent to any 22 subsequent assignment, nor the waiver of any right to consent to such subsequent assignment. 23 K. Obligations To Comply with Law: Nothing herein shall be deemed nor construed to 24 authorize or require any Party to issue bonds, notes or other evidences of indebtedness under the 25 terms, in amounts, or for purposes other than as authorized by local, state or federal law. 26 Page 9 of 14 25B-11 COOPERATIVE AGREEMENT C-1-3022 1 L. Governing Law: The laws of the State of California and applicable local and federal 2 laws, regulations and guidelines shall govern this Agreement. 3 M. Litigation fees: Should litigation arise out of this Agreement for the performance thereof, 4 the court shall award costs and expenses, including attorney's fees, to the prevailing party. 5 N. Notices: Any notices, requests, or demands made between the parties pursuant to this 6 Agreement are to be directed as follows- 7 8 To CITY OF FOUNTAIN VALLEY: To AUTHORITY: 9 City of Fountain Valley Orange County Transportation Authority 10 10200 Slater Avenue 550 South Main Street P. O. Box 14184 11 Fountain Valley, CA 92708 Orange, CA 92863-1584 12 13 Attention: Temo Galvez Attention: Venita Todd 14 Senior Civil Engineer Senior Contracts Administrator 15 Tel. 714/593-4517 Tel: 714/560-5446 16 email: temo.galvez fountainvallev.org email: vtoddP-octa.net 17 18 19 20 / 21 / 22 / 23 / 24 / 25 / 26 / Page 10 of 14 25B-12 COOPERATIVE AGREEMENT C-1-3022 1 To CITY OF SANTA ANA: To CITY OF HUNTINGTON BEACH: 2 City of Santa Ana City of Huntington Beach 3 Public Works Agency 2000 Main Street 4 20 Civic Center, M-43 Huntington Beach, CA 92648 5 Santa Ana, CA 92701 6 Attention: Vinh Nguyen Attention: William Janusz 7 Senior Civil Engineer Principal Civil Engineer 8 Tel: 714/647-5612 Tel: 714/374-1628 email: vn u en Santa-ana.or email: w'anusz surfeit -hb.or 10 / 11 To STATE OF CALIFORNIA: 12 State of California 13 6681 Marine Way 14 Irvine, CA 92618 15 Attention: Fedrico Hormozi 16 Senior Electrical Engineer 17 Tel: 949/936-3464 18 email: fedrico hormozi(rDdot.ca.gov 19 / 20 / 21 / 22 / 23 / 24 / 25 I 26 / Page 11 of 14 25B-13 COOPERATIVE AGREEMENT C-1-3022 1 IN WITNESS WHEREOF, the parties hereto have caused this Agreement 2 No. C-1-3022 to be executed on the date first above written. 3 CITY OF FOUNTAIN VALLEY ORANGE COUNTY TRANSPORTATION AUTHORITY 4 5 BY: By: Steve Nagel Will Kempton 6 Mayor Chief Executive Officer 7 ATTEST: APPROVED AS TO FORM: 8 By: By: 9 Kathy Bailor Kennard R. Smart, Jr. City Clerk General Counsel 10 11 APPROVED AS TO FORM: APPROVAL RECOMMENDED: 12 BY: By: 13 Alan Bums Kia Mortazavi 14 City Attorney Executive Director, Planning 15 Dated: Dated: 16 17 18 19 20 21 22 23 24 25 26 Page 12 of 14 25B-14 COOPERATIVE AGREEMENT C-1-3022 1 IN WITNESS WHEREOF, the parties hereto have caused this Agreement 2 No. C-'[-3022 to be executed on the date first above written. 3 CITY HUNTINGTON BEACH 4 By: 5 Joe Carchio 6 Mayor 7 ATTEST: 8 By: 9 Joan L. Flynn City Clerk 10 11 APPROVED AS TO FORM: 12 By: Jennifer McGrath 13 City Attomey 14 Dated: 15 16 / 17 18 19 20 21 22 23 24 25 / 26 / Page 13 of 14 25B-15 COOPERATIVE AGREEMENT C-1-3022 1 IN WITNESS WHEREOF, the parties hereto have caused this Agreement 2 No. C-1-3022 to be executed on the date first above written. 3 CITY SANTA ANA 4 By: 5 Miguel Pulido 6 Mayor 7 ATTEST: 8 By: 9 Maria D. Huizar City Clerk 10 11 APPROVED AS TO FORM: 12 By: Joe Straka 13 City Attorney 14 Dated: 15 16 17 18 19 20 21 22 23 I 24 25 26 Page 14 of 14 25B-16 AGREEMENT C-1-3022 MacArthur Boulevard/Talbert Avenue ATTACHMENT A Project P Corridor Scope of Work MacArthur Boulevard/Talbert Avenue INTRODUCTION The Renewed Measure M (M2), Project P - Regional Traffic Signal Synchronization Program (RTSSP) is a mufti-agency, corridor-based approach. that optimizes traffic signal timing based on analysis of metrics obtained from existing traffic patterns. This approach acknowledges local agency responsibility and control of signal timing and coordinates with project agencies to develop acceptable synchronization timing. The PARTICPATING AGENCIES/AGENCY (AGENCIES) along the MacArthur Boulevard]Talbert Avenue corridor (PROJECT) have requested, as detailed in the approved application, that the Orange County Transportation Authority (AUTHORITY) be designated as the LEAD AGENCY. AUTHORITY will administer the work with the assistance of consulting or contractor services to provide project management, traffic signal timing optimization, and implementation of approved equipment upgrades as submitted in the application for PROJECT. This scope requires the active assistance by all corridor AGENCIES throughout the process even without special reference to their participation. PROJECT TRAFFIC SIGNAL SYNCHRONIZATION - PRIMARY IMPLEMENTATION The following is an outline of the scope of services for PROJECT Primary Implementation that is associated with developing and implementing optimal PROJECT time-of day traffic signal coordination plans: 1) Project Administration AUTHORITY shall provide general project administration, environmental processing, and quality control. PARTICIPATING AGENCIES shall provide support project management services for the project intersections located within their jurisdiction and assist in maintaining PROJECT schedule. a) Data Collection The AUTHORITY will assemble with the assistance of PARTICIPATING AGENCIES the necessary data to understand the existing traffic conditions for the PROJECT and its respective traffic signal operations. This shall include, at minimum, the following: • All data, documents, plans, photos, etc. related to each Project intersection within the past two years 25B-17 AGREEMENT C-1-3022 MacArthur Boulevard/Talbert Avenue ATTAC HM ENT A • Local agency timing preferences or policies for all modes of travel and special intersection treatments • Manual and Machine Traffic counts for highway links and intersections for weekday and weekend time periods for all modes of travel. Special 72-hour video counts will be conducted at up to eight (8) intersections along the corridor with established special modal. use. b) Field Reviews AUTHORITY shall conduct PROJECT field reviews to verify collected data including geometric layout, inventory of existing traffic signal control and communications, and any and all factors that impact or affect signal progressions. AUTHORITY in coordination with the PARTICIPATING AGENCIES shall identify mitigations for the existing traffic signal control equipment or geometric layouts to determine recommended PROJECT related improvements 2) Signal Synchronization Timing The AUTHORITY shall develop a signal synchronization model using Synchro and Sim Traffic 8.0 and Tru Traffic 9.0 to verify the operation of existing timing and then produce and evaluate potential timing changes that would improve or refine the corridor traffic flows through improved optimized signal operations. The PARTICIPATING AGENCIES shall be involved in the review and validation of the recommended signal timing. The OCTA Corridor Synchronization Performance Index (CSPI) combines Average Speed, Stops per Mile, and Greens per Red (number of intersections successfully traversed on a Green Light vs. Stopped by a Red Light) into a composite index. The CSPI shall be the defined metric in this evaluation The AUTHORITY shall utilize the approved Optimized Signal Timing and implement the timing into the central and field controller systems and provide Fine Tuning services. The After Study Travel Time Runs Shall be performed and the Before to After comparison CSPI shall then be determined 3) Before and After Studies and Reports AUTHORITY shall conduct real-time floating car "runs" in each direction during the planned (Before) and implemented (After) time periods of PROJECT traffic signal synchronization. Summary reports shall be prepared by AUTHORITY in coordination with the 25B-18 AGREEMENT C-1-3022 MacArthur Boulevard/Talbert Avenue ATTACHMENTA PARTICIPATING AGENCIES to indentify improvements in metrics from the Before to After conditions- The Before and After Study shall constitute the PROJECT Final Report. Additionally, this report shall document improvements accomplished and recommend procedures for continuing maintenance, surveillance, and evaluation of the coordinated signal system. 4. Engineering Design Review, and Procurement/Construction - Support Infrastructure Each AGENCY shall provide sufficient staffing to provide Engineering Design Review of Consultant provided design documentation. If design documentation is provided by the AGENCY for PROJECT, the Engineering Design Review requirement shall be satisfied. Purchase and construction/installation of the requested traffic signal infrastructure and upgrades, software, licenses, or other components as approved in the application shall be by the AUTHORITY in the name of and for the end user AGENCY. The AUTHORITY shall work with the PARTICIPATING AGENCIES to coordinate design, identification of applicable standards/specrications, purchasing and/or installation of the required improvements. Design and other technical support to implement the upgrades shall be subject to the designated cost estimate. The budget for these improvements is fixed to the approved budget and will be subject to revised scope or additional contributions. The highest priority improvements shall be those that are required to optimize signal timing. The AGENCY shall waive all fees for permits and inspections and shall provide sufficient professional staffing to provide construction support and inspection services to PROJECT. PROJECT TRAFFIC SIGNAL SYNCHRONIZATION - ON GOING MAINTENANCE AND MONITORING The following is a summary of the on-going maintenance and monitoring for PROJECT: I) Continued Signal Timing Support From the date of completion and acceptance of the signal timing implementation by the AGENCIES, the AUTHORITY shall provide regularly scheduled monthly signal timing support to monitor, observe, fine-tune and optimize the signal timing and phasing operation, PROJECT wide. The AUTHORITY shall provide a reporting mechanism to the AGE=NCIES documenting any changes made or recommended including maintenance issues regarding systems components directly related to the Systems 25B-19 AGREEMENT C-1-3022 MacArthur Boulevard/Talbert Avenue ATTACHMENTA infrastructure installed or constructed through PROJECT. This Continued Signal Timing Support period will end after two years (24 months) or no longer than the PROJECT grant period. 2) Two Year Communication and Detection Support Authority shall provide regular monthly scheduled communication and detection support to ensure necessary conditions for signal synchronization. This will primarily focus on the monitoring and reporting of communications and detection issues. As issues are identified, they will be reported to the local agencies and potential repairs will be identified with local agencies' consultation. 25B-20 AGREEMENT C-1-3022 PROJECT P - MACARTHUR BLVDJTALBERT AVE. - WORK BY LOCATION ATTACHMENT A MacArthur Boulevard / Talbert Avenue - Work by Location . . . h f BI idY.-T #~titAv~: :Location _ sctipt~on of1Norlt:Xf~i>xLtxGal~o~i . Caltrans SR-55 NB Ramps 1 58 2070 cu, com6A, gps I. Caltrans SR-55 SB Ramps 2 228 2070 cu, com6A, gps Santa Ana MacArthur Place 3 2570 S anta a Ana Main Street 4 2569 es-F, ee-TP, BT Santa Ana Birch Street 5 2949 Santa Ana Flower Street 6 2568 Santa Ana Towner 7 2469 Santa Ana Bristol Street 8 2567 es, ee-TP, VD, BT, E VC, media CAT-5, W, VS Santa Ana Plaza Drive 9 2473 ee-TP Santa Ana Bear Street 10 2565 es-F, W, E I/C F24 Santa Ana Raitt Street 11 2625 es-F, W, N IJC F24 Santa Ana Greenville Street 12 2468 es-F, N I/C F24 Santa Ana Fairview Street 13 2566 es-F, VD, BT, E I/C F24, media CAT-5, VS Santa Ana Susan Street 14 2564 Santa Ana Home Depot 15 2467 Santa Ana Harbor Boulevard 16 2562 es, ee, VD, BT, E I/C, W, VS, media CAT-5 Santa Ana Hyland Avenue 17 2563 w Fountain Valley Newhope Street 18 7096 Fountain Valley Euclid Street 19 7063 Fountain Valley Ward Street 20 7064 N I/C F24 Fountain Valley Brookhurst Street 21 7062 N I/C F24 Fountain Valley Cashew Street / Foster Street 22 7059 Fountain Valley Bushard Street 23 7061 Fountain Valley Magnolia Street 24 7065 Huntington Beach Newland Street 25 3883 WR (master location) Huntington Beach Wal-Mart Shopping Center 26 3984 WR (slave location) cu = controller unit; ca =controller assembly includes cu + all necessary equipment and appurtenances + es; ce = cabinet equipment; es = ethernet switch; FS = Fiber Switch; ee = ethernet extender; gps = gps interface and antennae installed; 2070 = 2070 Com## - 2070 Communication Module, 170E - Field Master; CM = Modem - Communication Module; C = CenTracs; TAC = TACTICS; ASCL = ACS Lite A = Aries; Existing or New I/C = Interconnect Conduit with media; media - F = Fiber Optic, TP = pair Twisted; VD = Video Detection; WD - Wireless Detection SD - System Detection; VS = Video Surveillance System; W = WiFi; WR = Wireless Radio; BT- Bluetooth; L = Loop Detector; EVP = Emergency veh. pre-empt; T = Type If or III Electrical Service; a # following item codes = quantity (i.e. L42 = install 42 loop detectors); * = shared ownership; following task code = NOT APART, agency pays 100% for that task only; m - cu =modify existing controller. New controller maybe substituted if functionally equivalent. CONSULTANT is cautioned to verify interconnect components in field. All equipment is furnished and installed and/or modify existing installation with 1 year guaranty on labor and material. Firmware and Software Upgrades for installed specified systems are included in the installed price for a period of 3 years. Excludes new software for new features not originally installed nor specified to be installed and included. Removal of existing equipment and appurtenances is included in the furnish and install or modify existing installation price, PS & E may be available at no cost to the Consultant from Project Agencies. 25B-21 AGREEMENT C-4-3022 PROJECT P - MACARTHUR BLVD./TALBERT AVE. - WORK BY LOCATION ATTACHMENT A Comments, Wishes, Needs of Santa Ana Instructions: Enter any special circumstance such as conduit, communications, central or field master modifications, new systems, TMC, ViDS, etc. that are not part of the intersection listing on the Main Data Sheet. Prioritize with 1 being best and 5 being worst. Add items if you wish. Priori Description Comments 1 Provide ethernet extenders for IP over Copper at MacArthur/Birch 2 Provide ethernet extenders for IP over Copper at MacArthur/Flower 3 Provide ethernet extenders for IP over Copper at MacArthurfrowner 4 Replace existing traffic cabinet with new Type 332 Traffic Signal Cabinet at MacArthur/Main 5 Replace existing traffic cabinet with new Type 332 Traffic Signal Cabinet at MacArthur/Flower 25B-22 AGREEMENT C-1-3022 PROJECT P - MACARTHUR BLVDJTALBERT AVE. = WORK BY LOCATION ATTACHMENT A Comments, Wishes, Needs of Fountain Valley Instructions: Enter any special circumstance such as conduit, communications, central or field master modifications, new systems, TMC, VIDS, etc. that are not part of the intersection listing on the Main Data Sheet. Prioritize with 1 being best and 5 being worst. Add items if you wish. --Priority Description Comments 1 CCTV location: TBD i 25B-23 AGREEMENT C-1-3022 PROJECT P - MACARTHUR BLVD.ITALBERT AVE. - WORK BY LOCATION ATTACHMENT A Comments, Wishes, Needs of Huntington Beach Instructions: Enter any special circumstance such as conduit, communications, central or field master modifications, new systems, TMC, YIDS, etc. that are not part of the intersection listing on the Main Data Sheet. Prioritize with 1 being best and 5 being worst. Add items if you wish. Priority Description Comments 1 Wireless Radio at City Hall (5.8 GHz) i 25B-24 AGREEMENT C-1-3022 PROJECT P - MACARTHUR BLVD./TALBERT AVE. - WORK BY LOCATION ATTACHMENT A Comments, Wishes, Needs of Caltrans Instructions: Enter any special circumstance such as conduit, communications, central or field master modifications, new systems, TMC, YIDS; etc. that are not part of the intersection listing an the Main Data Sheet. Prioritize with 1 being best and 5 being worst. Add items if you wish. Priority Description Comments 1 Controller 170E 2 Model 400 communication modem 25B-25 AGREEMENT NO. C-1-3022 ATTACHMENT B Local Match Commitment Details of Matching Funds: (must be consistent with PROJECT APPLICATION): Provide details in tables Direct Dollar Match Total Dollar Match for the Project - $ 37,424 In Lieu Funding: Total In Lieu Funding for the Project: $ 60,640 Total Match for Project $ 98,064 Direct Dollar Match - Agency Funding Source Amount of Direct Contribution City of Fountain Valley $ 31,860 City of Huntington Beach $ 5,564 TOTAL $ 37,424 In Lieu/Soft Match of Improvements or Staffing Support Specific Improvements and Services (List items and Cost) Date of Agency Improvement Construction Expenditure $ TOTAL $ 25B-26 AGREEMENT NO. C-1-3022 ATTACHMENT B Staffing Commitment: Type of Service to No. of Hourly Rate Agency Staff Position (including Total Project Hours burden Sr. Civil City of Santa Ana Engineer Project Admin 50 $180.46/hour $ 9,023* Assistant Project Design / City of Santa Ana Engineer II Implementation 160.38 $149.91/hour $ 24,042.60- Assistant Traffic Project Design / City of Santa Ana O per En ineer Implementation 90 $142.76/hour $ 12,848.40* Engineering Project Design / City of Santa Ana Interns Im lementation 200 $44,63/hour $ 8,926- Caltrans Engineering Project Admin 58 $100/hour $ 5,800* TOTAL $ 60,640* *Total amount is the required participation by the identified agency. The number of hours and hourly rate will be based on each agency's actual billing rates, which must collectively equal the same value of the assigned 'Total" dollars. Each agency will be responsible for keeping detailed records of hours worked and description of work. An accounting record of personnel, hours, and burden rate is expected to be included with the final submittal. Records will be subject to auditing. 25B-27 25B-28 t` 1 COOPERATIVE AGREEMENT NO. C-1-3023 2 BY AND BETWEEN 3 ORANGE COUNTY TRANSPORTATION AUTHORITY 4 AND 5 THE CITIES HUNTINGTON BEACH, FOUNTAIN VALLEY, SANTA ANA, TUSTIN 6 AND 7 THE STATE OF CALIFORNIA 8 FOR 9 IMPLEMENTATION OF 10 THE WARNER AVENUE PROJECT FUNDED AS PART OF THE MEASURE M2 REGIONAL 11 TRAFFIC SIGNAL SYNCHRONIZATION PROGRAM (PROJECT P) 12 THIS AGREEMENT, is effective this - day of , 2011 by and between the 13 Orange. County Transportation Authority, 550 South Main Street, P.O. Box 14184, Orange, California 14 92863-1584, a public corporation of the State of California (hereinafter referred to as "AUTHORITY"), 15 and the Cities of Huntington Beach, Fountain Valley, Santa Ana, Tustin, and the State of California 16 (hereinafter referred to as the "PARTICIPATING AGENCIES"). 17 WHEREAS, the AUTHORITY in cooperation with the PARTICIPATING AGENCIES are 18 working together in coordinating traffic signals across multiple jurisdictional boundaries as a part of the 19 Renewed Measure M (M2) Regional Traffic Signal Synchronization Program Project P (Project P) to 20 enhance countywide traffic flow and reduce congestion; and 21 WHEREAS, AUTHORITY has completed the competitive 2010 Cali for Projects (hereinafter, 22 "2010 CALL") in support of Project P and awarded Project P funds based on the application 23 (hereinafter, "APPLICATION") prepared by the City of Fountain Valley (hereinafter referred to as the 24 "APPLICANT AGENCY") for implementation of signal synchronization of traffic signals along Warner 25 Avenue (hereinafter, "PROJECT'); and 26 WHEREAS, the PARTICIPATING AGENCIES in their approved APPLICATION have elected Exhibit 2 Page 1 of 16 25B-29 COOPERATIVE AGREEMENT NO. C-1-3023 1 to designate the AUTHORITY and AUTHORITY agrees to act as the implementing agency to carry out 2 the signal coordination PROJECT; and 3 WHEREAS, the PROJECT will include approximately forty-three (43) traffic signals as 4 identified in the APPLICATION and illustrated in the PROJECT Scope of Work, which is attached 5 and referred to herein as Attachment A; and 6 WHEREAS, the PROJECT will include elements identified in the APPLICATION including 7 certain hardware and software upgrades to traffic controllers, traffic telecommunications and intertie 8 systems, central traffic master controllers and associated systems (hereinafter collectively referred 9 to as "TRAFFIC CONTROL ELEMENTS'), will be constructed and/or installed and implemented as 10 part of the PROJECT as identified in Attachment A; and 11 WHEREAS, AUTHORITY agrees to work with PARTICIPATING AGENCIES to coordinate 12 the inclusion of other traffic control elements that must be installed at the same time as the 13 construction of the PROJECT that are NOT included in Attachment A and will be the responsibility of 14 the AGENCY owning each and any of those traffic control elements during the course of the project; 15 and 16 WHEREAS AUTHORITY agrees to implement the PROJECT based on Attachment A. The 17 PARTICIPATING AGENCIES agree to a combined cash and in-kind match of one hundred, fifty-five 18 thousand, four hundred, sixty-four dollars ($155,464.00), equivalent to twenty percent (20%) of the 19 PROJECT cost (see Attachment B); and 20 WHEREAS, AUTHORITY and the PARTICIPATING AGENCIES desire to enter into this 21 Agreement to implement the PROJECT in support of Project P as part of M2; and 22 WHEREAS, this Cooperative Agreement defines the specific terms, conditions and funding 23 responsibilities between the AUTHORITY and the PARTICIPATING AGENCIES for the implementation 24 of the PROJECT. 25 WHEREAS, the Orange County Transportation Authority Board of Directors approved funding 26 for the PROJECT and authorized the Chief Executive Officer to negotiate and execute this cooperative Page 2 of 16 25B-30 COOPERATIVE AGREEMENT NO. C-1-3023 1 agreement on June 13, 2011. 2 WHEREAS, the CITY of Huntington Beach's City Council approved this Agreement on the 3 day of 20 4 WHEREAS, the CITY of Fountain Valley's City Council approved this Agreement on the 5 day of , 20 6 WHEREAS, the CITY of Santa Ana's City Council approved this Agreement on the 7 day of 20 8 WHEREAS, the CITY of Tustin's City Council approved this Agreement on the 9 day of , 20 10 WHEREAS, the State of California Department of Transportation's Deputy District Director of 11 Operations approved this Agreement on the day of , 20 12 NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and the 13 PARTICIPATING AGENCIES as follows: 14 ARTICLE 1. COMPLETE AGREEMENT 15 A. This Agreement, including any attachments incorporated herein and made applicable by 16 reference, constitutes the complete and exclusive statement of the terms and conditions of this 17 Agreement between AUTHORITY and the PARTICIPATING AGENCIES and it supersedes all prior 18 representations, understandings and communications between the parties. The invalidity in whole or in 19 part of any term or condition of this Agreement shall not affect the validity of other term(s) or 20 conditions(s) of this Agreement. The above referenced Recitals are true and correct and are 21 incorporated by reference herein. 22 B. AUTHORITY's failure to insist on any instance(s) of PARTICIPATING AGENCIES's 23 performance of any term(s) or condition(s) of this Agreement shall not be construed as a waiver or 24 relinquishment of AUTHORITY's right to such performance or to future performance of such term(s) or 25 condition(s), and AGENCY's obligation in respect thereto shall continue in full force and effect. Changes 26 to any portion of this Agreement shall not be binding upon AUTHORITY except when specifically Page 3 of 16 25B-31 t COOPERATIVE AGREEMENT NO. C-13023 1 confirmed in writing by an authorized representative of AUTHORITY by way of a written amendment to 2 this Agreement and issued in accordance with the provisions of this Agreement. 3 C. PARTICIPATING AGENCIES's failure to insist on any instance(s) of AUTHORITY's 4 performance of any term(s) or condition(s) of this Agreement shall not be construed as a waiver or 5 relinquishment of PARTICIPATING AGENCY's right to such performance or to future performance of 6 such term(s) or condition(s), and AUTHORITY's obligation in respect thereto shall continue in full force 7 and effect. Changes to any portion of this Agreement shall not be binding upon PARTICIPATING 8 AGENCIES except when specifically confirmed in writing by an authorized representative of 9 PARTICIPATING AGENCIES by way of a written amendment to this Agreement and issued in 10 accordance with the provisions of this Agreement. 11 ARTICLE 2. SCOPE OF AGREEMENT 12 This Agreement specifies the roles and responsibilities of the PARTIES as they pertain to the 13 subjects and projects addressed herein. Both AUTHORITY and PARTICIPATING AGENCIES agree 14 that each will cooperate and coordinate with the other in all activities covered by this Agreement and 15 any other supplemental agreements that may be required to facilitate purposes thereof. 16 ARTICLE 3. RESPONSIBILITIES OF AUTHORITY 17 AUTHORITY agrees to the following responsibilities for funding of the PROJECT: 18 A. AUTHORITY shall implement the PROJECT based on the APPLICATION prepared by 19 the APPLICANT AGENCY in accordance with the policies and procedures contained in the CTFP 20 Guidelines. 21 B. AUTHORITY shall provide oversight in order to maintain inter-jurisdictional traffic signal 22 operational integrity between PROJECT and other existing and new M2 Project P funded projects. 23 C. AUTHORITY shall perform web-based public outreach activities for the project to 24 communicate major project milestones and results. 25 D. AUTHORITY shall provide formats, templates, and guidance in reporting requirements 26 as described in CTFP. Page 4 of 16 25B-32 COOPERATIVE AGREEMENT NO. C-1-3023 1 E. AUTHORITY, or agents of AUTHORITY, may upon close-out of PROJECT under this 2 Agreement, perform an audit and or technical review to ensure that the CTFP Guidelines policies and 3 procedures were followed. Such an audit shall be performed within one hundred and eighty (180) days 4 after the PROJECT three-year grant period is complete. If the audit or technical review determines that 5 any of the activities performed are ineligible for CTFP funding, PARTICIPATING AGENCIES must 6 return the amount of funding used to perform the ineligible activity to AUTHORITY. 7 F. AUTHORITY will invoice the PARTICIPATING AGENCIES as identified in the 8 PROJECT 2010 CALL APPLICATION and Attachment B for the dollar match at the start of the 9 PROJECT. 10 G. AUTHORITY will request updates on the PROJECT as part of semi-annual review 11 process, including documentation of in-kind match conforming to Attachment B and will include the 12 PROJECT in the list of active projects in OCFundtracker until completion of the three year grant period. 13 Documents to be provided include, but are not limited to, payroll records, contracts, and purchase 14 orders. 15 ARTICLE 4. RESPONSIBILITIES OF THE AUTHORITY AS PROJECT LEAD AGENCY 16 The AUTHORITY as the LEAD AGENCY agrees to the following responsibilities for the 17 implementation of the PROJECT: 18 A. AUTHORITY will act as the LEAD AGENCY for the work necessary to manage, procure, 19 and complete the PROJECT as identified in Attachment A, which is attached to and, by this reference, 20 incorporated in and made a part of this agreement. 21 B. To coordinate outreach with the PARTICIPATING AGENCIES for the PROJECT. 22 C. To collect manual intersection movement and automated machine traffic counts. 23 D. To develop new timing plans optimized for signal synchronization. 24 E. To provide updated timing plans and traffic count data to the PARTICIPATING 25 AGENCIES. 26 / Page 5 of 16 25B-33 COOPERATIVE AGREEMENT NO. C-1-3023 1 F. To prepare a "Before and After Study" for the PROJECT. As described in the Measure 2 M2 Eligibility Guidelines adopted by the AUTHORITY, the "Before and After Study" for the project is '3 considered the equivalent of the required Project Final Report (Measure M2 Ordinance No. 3, Section 4 B.111.9) for the project. The AUTHORITY shall provide the "Before and After Study" to the 5 PARTICIPATING AGENCIES in draft and final formats for comment and comments shall be noted in 6 the final study. 7 G. To provide Ongoing Maintenance and Operation of optimized signal timing after Primary 8 Implementation of the PROJECT is completed and continue until the end of the three year grant period. 9 ARTICLE 5. RESPONIBILITES OF THE PARTICIPATING AGENCIES 10 The PARTICIPATING AGENCIES agree to the following responsibilities for implementation 11 and funding of the PROJECT: 12 A. Provide a technical representative to meet and participate as a member of the 13 project's Traffic Forum. 14 B. To authorize the AUTHORITY to manage, procure, and implement all aspects of the 15 project. 16 C. To participate and support the PROJECT implementation within the timeframe 17 outlined in the APPLICATION and consistent with the CTFP Guidelines adopted by the 18 'AUTHORITY. 19 D. To provide the AUTHORITY all current intersection, local field master, and/or central 20 control system timing plans and related data upon request. 21 E. To provide the local match and/or documentation for the in-kind services for the 22 project in accordance with Attachment B. Failure to provide included match and/or evidence of in- 23 kind service may result in the loss of future participation for competitive funds. 24 F. PARTICIPATING AGENCIES that have included a dollar match as identified in 25 Attachment B shall provide payment for the dollar match to the AUTHORITY within 30 calendar days of 26 receipt of an invoice. Page 6 of 16 25B-34 COOPERATIVE AGREEMENT NO. C-1-3023 1 G. PARTICIPATING AGENCIES that have included an in-kind match as identified in 2 Attachment B shall provide documentation of conformance as part of the semi-annual review process. 3 H. PARTICIPATING AGENCIES shall provide updates to the AUTHORITY on the 4 PROJECT as part of semi-annual review process until completion of the three year PROJECT grant 5 period. Documents to be provided include, but are not limited to, payroll records, contracts, and 6 purchase orders. 7 1. PARTICIPATING AGENCIES shall continue Ongoing Maintenance and Operation after 8 the three year grant period is complete and continue until the end of the PROJECT if specified as part 9 of the Attachment A Maintenance of Effort section. 10 ARTICLE 6. DELEGATED AUTHORITY 11 The actions required to be taken by PARTICIPATING AGENCIES in the implementation of this 12 Agreement are delegated to its City Managers, or equivalent designee, and the actions required to be 13 taken by AUTHORITY in the implementation of this Agreement are delegated to AUTHORITY's Chief 14 Executive Officer. 15 ARTICLE 7. AUDIT AND INSPECTION 16 AUTHORITY and PARTICIPATING AGENCIES shall maintain a complete set of records in 17 accordance with generally accepted accounting principles. Upon reasonable notice, PARTICIPATING 18 AGENCIES shall permit the authorized representatives of AUTHORITY to inspect and audit all work, 19 materials, payroll, books, accounts, and other data and records of PARTICIPATING AGENCIES for a 20 period of four (4) years after final payment, or until any on-going audit is completed. For purposes of 21 audit, the date of completion of this Agreement shall be the date of AUTHORITY's payment of 22 PARTICIPATING AGENCIES's final billing (so noted on the invoice), if applicable, under this 23 Agreement. AUTHORITY shall have the right to reproduce any such books, records, and accounts. The 24 above provision with respect to audits shall extend to and/or be included in contracts with 25 PARTICIPATING AGENCIES' contractor. 26 256735 COOPERATIVE AGREEMENT NO. C-1-3023 ARTICLE 8. INDEMNIFICATION 1 A. The PARTICIPATING AGENCIES shall jointly and severally indemnify, defend and hold 2 harmless the AUTHORITY, it's officers, directors, employees and agents from and against any and all 3 claims (including attorney's fees and reasonable expenses for litigation and settlement) for any loss or 4 damages, bodily injuries, damage to, or loss of property caused by the negligent acts, omissions or 5 willful misconduct by the PARTICIPATING AGENCIES, its officers, directors, employees or agents in 6 connection with or arising out of the performance of this Agreement. 7 B. The PARTICIPATING AGENCIES shall maintain adequate levels of insurance, or self- 8 insurance to assure full indemnification of AUTHORITY. 9 C. AUTHORITY shall indemnify, defend and hold harmless the PARTICIPATING 10 AGENCIES, its officers, directors, employees or agents, and/or its officers, directors, employees or 11 agents from and against any and all claims (including attorney's fees and reasonable expenses for 12 litigation and settlement) for any loss or damages, bodily injuries, damage to, or loss of property caused 13 by the negligent acts, omissions or willful misconduct by AUTHORITY, its officers, directors, employees 14 or agents in connection with or arising out of the performance of this Agreement. 15 D. AUTHORITY shall maintain adequate levels of insurance, or self-insurance to assure full 16 indemnification of the PARTICIPATING AGENCIES. 17 ARTICLE 9. ADDITIONAL PROVISIONS 18 A. Term of Agreement: This Agreement shall continue in full force and effect until 19 September 30, 2014. This Agreement may be extended by the mutual consent of both parties. 20 B. This Agreement may be extended or amended in writing at any time by the mutual 21 consent of both parties. No amendment shall have any force or effect unless executed in writing by 22 both parties. 23 C. The AUTHORITY and the PARTICIPATING AGENCIES agree to work together in good 24 faith, using reasonable efforts to resolve any unforeseen issues and disputes arising out of the 25 performance of this Agreement. 26 Page 8 of 16 25B-36 COOPERATIVE AGREEMENT NO. C-1-3023 1 D. Legal Authority: The AUTHORITY and the PARTICIPATING AGENCIES hereto 2 represent that they are authorized to execute this Agreement on behalf of said parties and that, by so 3 executing this agreement, the parties hereto are formally bound to the provisions of this Agreement. 4 E. Severability: If any term, provision, covenant or condition of this Agreement is held to be 5 invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the 6 remainder of this Agreement shall not be affected thereby, and each term, provision, covenant or 7 condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 8 F. Counterparts of Agreement: This Agreement may be executed and delivered in any 9 number of counterparts, each of which, when executed and delivered shall be deemed an original and 10 all of which together shall constitute the same agreement. Facsimile signatures will be permitted. 11 G. In the event that the PROJECT Costs exceed the estimates as submitted in the 12 APPLICATION as prepared by the APPLICANT AGENCY, all parties agree to meet and determine 13 PROJECT revisions to meet the budget or a revised funding proposal by PARTICIPATING AGENCIES 14 which shall be documented and submitted in writing as a revision to the agreement. 15 H. AUTHORITY and PARTICIPATING AGENCIES shall comply with all applicable federal, 16 state and local laws, statutes, ordinances and regulations of any governmental authority having 17 jurisdiction over the PROJECT. 18 I. Force Maieure: Either Party shall be excused from performing its obligations under this 19 Agreement during the time and to the extent that it is prevented from performing by an unforeseeable 20 cause beyond its control, including but not limited to; any incidence of fire, flood; acts of God; 21 commandeering of material, products, plants or facilities by the federal, state or local government; 22 national fuel shortage; or a material act or omission by the other party; when satisfactory evidence of 23 such cause is presented to the other Party, and provided further that such nonperformance is 24 unforeseeable, beyond the control and is not due to the fault or negligence of the Party not performing. 25 J. Assignment: Neither this Agreement, nor any of the Parties rights, obligations, duties, or 26 authority hereunder may be assigned in whole or in part by either Party without the prior written consent Page 9 of 16 25B-37 COOPERATIVE AGREEMENT NO. C-1-3023 1 of the other Party in its sole and absolute discretion. Any such attempt of assignment shall be deemed 2 void and of no force and effect. Consent to one assignment shall not be deemed consent to any 3 subsequent assignment, nor the waiver of any right to consent to such subsequent assignment. 4 K. Obligations To Comply with Law: Nothing herein shall be deemed nor construed to 5 authorize or require any Party to issue bonds, notes or other evidences of indebtedness under the 6 terms, in amounts, or for purposes other than as authorized by local, state or federal law. 7 L. Governing Law: The laws of the State of California and applicable local and federal 8 laws, regulations and guidelines shall govern this Agreement. 9 M. Litigation fees: Should litigation arise out of this Agreement for the performance thereof, 10 the court shall award costs and expenses, including attorney's fees, to the prevailing party. 11 N. Notices: Any notices, requests, or demands made between the parties pursuant to this 12 Agreement are to be directed as follows: 13 To CITY OF FOUNTAIN VALLEY: To CITY OF HUNTINGTON BEACH: 14 15 City of Fountain Valley City of Huntington Beach 16 10200 Slater Avenue 2000 Main Street .17 Fountain Valley, CA 92708 Huntington Beach, CA 92648 18 Attention: Temo Galvez Attention: William Janusz 19 Senior Civil Engineer Principal Civil Engineer 20 Tel: 714/593-4517 Tel: 714/374-1628 21 Email: temo.aalvez(cD-fountainvaliev org wianusz( surfcity-hb org 22 / 23 / 24 / 25 / 26 Page 10 of 16 25B-38 . COOPERATIVE AGREEMENT NO. C-1-3023 1 To CITY OF SANTA ANA: To CITY OF TUSTIN: 2 City of Santa Ana City of Tustin 3 Public Works Agency 300 Centennial Way 4 20 Civic Center Plaza, M-43 Tustin, CA 92780 5 Santa Ana, CA 92701 6 Attention: Vinh Nguyen Attention: Dana R. Kasdan, P.E. 7 Senior Civil Engineer Engineering Services Manager 8 Tel: 714/647-5612 Tel: 714/573-3150 9 email: vnguyenQ-santa-ana.orq email: dkasdan@tustinca.org 10 11 To STATE OF CALIFORNIA: To AUTHORITY: 12 State of California Orange County Transportation Authority 13 6681 Marine Way 550 South Main Street 14 Irvine, CA 92618 Orange, CA 92863-1584 15 Attention: Fedrico Hormozi Attention: Venita Todd 16 Senior Electrical Engineer Senior Contracts Administrator 17 Tel: 949/936-3464 Tel: 714/560-5446 18 email: fedrico hormoziCcDDdot.ca.gov vtodd a)octa.net 19 / 20 21 22 / 23 / 24 / 25 / 26 / Page 11 of 16 25B-39 COOPERATIVE AGREEMENT NO. C-1-3023 1 IN WITNESS WHEREOF, the parties hereto have caused this Agreement 2 No. C-1-3023 to be executed on the date first above written. 3 CITY OF FOUNTAIN VALLEY ORANGE COUNTY TRANSPORTATION AUTHORITY 4 5 By: By. Steve Nagel WII Kempton 6 Mayor Chief Executive Officer 7 ATTEST: APPROVED AS TO FORM: 8 By. By: 9 Kathy Bailor Kennard R. Smart, Jr. City Clerk General Counsel 10 11 APPROVED AS TO FORM: 12 By: APPROVAL RECOMMENDED: Alan Burns 13 City Attorney By: 14 Kia Mortazavi Dated: Executive Director, Planning 15 16 Dated: 17 18 19 20 21 22 23 24 25 26 Page 12 of 16 25B-40 COOPERATIVE AGREEMENT NO. C-1-3023 1 IN WITNESS WHEREOF, the parties hereto have caused this Agreement 2 No. C-1-3023 to be executed on the date first above written. 3 CITY OF HUNTINGTON BEACH 4 By. 5 Joe Carchio Mayor 6 7 ATTEST: 8 By: Joan L. Flynn 9 City Clerk 10 11 APPROVED AS TO FORM: 12 By' Jennifer McGrath 13 City Attorney 14 Dated: 15 16 17 18 19 20 21 22 23 24 25 26 Page 13 of 16 25B-41 COOPERATIVE AGREEMENT NO. C-1-3023 1 IN WITNESS WHEREOF, the parties hereto have caused this Agreement 2 No. C-1-3023 to be executed on the date first above written. 3 CITY OF SANTA ANA 4 By: 5 Miguel Pulido 6 Mayor 7 ATTEST: 8 By: 9 Maria D. Huizar City Clerk 10 11 APPROVED AS TO FORM: 12 By: Joe Straka 13 City Attorney 14 Dated: 15 16 17 18 19 20 21 22 23 24 25 26 Page 14 of 16 25B-42 COOPERATIVE AGREEMENT NO. C-1-3023 1 IN WITNESS WHEREOF, the parties hereto have caused this Agreement 2 No. C-1-3023 to be executed on the date first above written. 3 CITY OF TUSTIN 4 By: 5 Jerry Amante 6 Mayor 7 ATTEST: 8 By: 9 Pamela Stoker City Clerk 10 11 APPROVED AS TO FORM: 12 By: David E. Kendig 13 City Attomey 14 Dated: 15 16 17 18 19 20 21 22 23 24 25 26 Page 15 of 16 25B-43 COOPERATIVE AGREEMENT NO. C-1-3023 1 IN WITNESS WHEREOF, the parties hereto have caused this Agreemen 2 No. C-1-3023 to be executed on the date first above written. 3 COUNTY DEPARTMENT OF TRANSPORTATION 4 By. 5 James Pinheiro Deputy District Director 6 Operations and Maintenance 7 Dated: 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 Page 16 of 16 25B-44 AGREEMENT C-1-3023 Warner Avenue ATTACHMENT A Project P Corridor Scope of Work Warner Avenue INTRODUCTION The Renewed Measure M (M2), Project P - Regional Traffic Signal Synchronization Program (RTSSP) is a multi-agency, corridor-.based approach that optimizes traffic signal timing based on analysis of metrics obtained from existing traffic patterns. This approach acknowledges local agency responsibility and control of signal timing and coordinates with project agencies to develop acceptable synchronization timing. The PARTICPATING AGENCIES/AGENCY (AGENCIES) along the Warner Avenue corridor (PROJECT) have requested, as detailed in the approved application, that the Orange County Transportation Authority (AUTHORITY) be designated as the LEAD AGENCY. AUTHORITY will administer the work with the assistance of consulting or contractor services to provide project management, traffic signal timing optimization, and implementation of approved equipment upgrades as submitted in the application for PROJECT. This scope requires the active assistance by all corridor AGENCIES throughout the process even without special reference to their participation. PROJECT TRAFFIC SIGNAL SYNCHRONIZATION - PRIMARY IMPLEMENTATION The following is an outline of the scope of services for PROJECT Primary Implementation that is associated with developing and implementing optimal PROJECT time-of day traffic signal coordination plans: 1) Project Administration AUTHORITY shall provide general project administration, environmental processing, and quality control. PARTICIPATING AGENCIES shall provide support project management services for the project intersections located within their jurisdiction and assist in maintaining PROJECT schedule. a) Data Collection The AUTHORITY will assemble with the assistance of PARTICIPATING AGENCIES the necessary data to understand the existing traffic conditions for the PROJECT and its respective traffic signal operations. This shall include, at minimum, the following: All data, documents, plans, photos, etc. related to each Project intersection within the past two years 25B-45 AGREEMENT C-1-3023 Warner Avenue ATTACH M ENT A • Local agency timing preferences or policies for all modes of travel and special intersection treatments • Manual and Machine Traffic counts for highway links and intersections for weekday and weekend time periods for all modes of travel. Special 72-hour video counts will be conducted at up to eight (8) intersections along the corridor with established special modal use. b) Field Reviews AUTHORITY shall conduct PROJECT field reviews to verify collected data including geometric layout, inventory of existing traffic signal control and communications, and any and all factors that impact or affect signal progressions. AUTHORITY in coordination with the PARTICIPATING AGENCIES shall identify mitigations for the existing traffic signal control equipment or geometric layouts to determine recommended PROJECT related improvements 2) Signal Synchronization Timing The AUTHORITY shall develop a signal synchronization model using Synchro and Sim Traffic 8.0 and Tru - Traffic 9.0 to verify the operation of existing timing and then produce and evaluate potential timing changes that would improve or refine the corridor traffic flows through improved optimized signal operations. The PARTICIPATING AGENCIES shall be involved in the review and validation of the recommended signal timing. The OCTA Corridor Synchronization Performance Index (CSPI) combines Average Speed, Stops per Mile, and Greens per Red (number of intersections successfully traversed on a Green Light vs. Stopped by a Red Light) into a composite index. The CSPI shall be the defined metric; in this evaluation The AUTHORITY shall utilize the approved Optimized Signal Timing and implement the timing into the central and field controller systems and provide Fine Tuning services- The After Study Travel Time Runs Shall be performed and the Before to After comparison CSPI shall then be determined 3) Before and After Studies and Reports AUTHORITY shall conduct real-time floating car "runs" in each direction during the planned (Before) and implemented (After) time periods of PROJECT traffic signal synchronization. Summary reports shall be prepared by AUTHORITY in coordination with the 25B-46 AGREE MENT C-1-3423 Warner Avenue ATTACHMENT A PARTICIPATING AGENCIES to indentify improvements in metrics from the Before to After conditions. The Before and After Study shall constitute the PROJECT Final Report. Additionally, this report shall document improvements accomplished and recommend procedures for continuing maintenance, surveillance, and evaluation of the coordinated signal system. 4. Engineering Design, Review and Procurement/Construction - Su ort Infrastructure Each AGENCY shall provide sufficient staffing to provide Engineering Design Review of Consultant provided design documentation. If design documentation is provided by the AGENCY for PROJECT, the Engineering Design Review requirement shall be satisfied. Purchase and construction/installation of the requested traffic signal infrastructure and upgrades, software, licenses, or other components as approved in the application 'shall be by the AUTHORITY in the name of and for the end user AGENCY. The AUTHORITY shall work with the PARTICIPATING AGENCIES to coordinate design, identification of applicable standards/specifications, purchasing and/or installation of the required improvements. Design and other technical support to implement the upgrades shall be subject to the designated cost estimate. The budget for these improvements is fixed to .the approved budget and will be subject to revised scope or additional contributions. The highest priority improvements shall be those that are required to optimize signal timing. The AGENCY shall waive all fees for permits and inspections and shall provide sufficient professional staffing to provide construction support and inspection services to PROJECT. PROJECT TRAFFIC SIGNAL SYNCHRONIZATION - ON GOING MAINTENANCE AND MONITORING The following is a summary of the on-going maintenance and monitoring for PROJECT: 1) Continued Signal Timing Support From the date of completion and acceptance of the signal timing implementation by the AGENCIES, the AUTHORITY shall provide regularly scheduled monthly signa timing support to monitor, observe, fine-tune and optimize the signal timing and phasing operation, PROJECT wide. The AUTHORITY shall provide a reporting mechanism to the AGENCIES documenting any changes made or recommended including maintenance issues regarding systems components directly related to the Systems 25B-47 AGREEMENT C-1-3023 Warner Avenue ATTACHMENTA infrastructure installed or constructed through PROJECT. This Continued Signal Timing Support period will end after two years (24 months) or no longer than the PROJECT grant period. 2) Two Year Communication and Detection Support Authority shall provide regular monthly scheduled communication and detection support to ensure necessary conditions for signal synchronization. This will primarily focus on the monitoring and reporting of communications and detection issues. As issues are identified, they will be reported to the local agencies and potential repairs will be identified with local agencies' consultation. 25B-48 AGREEMENT C-1-3023 PROJECT P - WARNER AVENUE - WORK BY LOCATION ATTACHMENT A Warner Avenue -Work by Location ':j:j : :VlfarrlerDivent{eNarl~e :F iicatiari ::De9C[ipttiui titdNoiiC#yiF.ti Lorattga:.::' Caltrans. Pacific Coast Highway (Hwy 1) 1 336 170E, 2070, gps, ce Huntington Beach Fire Station / Yacht Club 2 4128 gps Huntington Beach Algonquin Street / Sandra Lee Lane 3 3914 E UC, F96, es Huntington Beach Bolsa Chica Street 4 3907 E I/C, F96, es, CM Huntington Beach Greentree Lane / Plaza Lane 5 3858 E I/C, F96, es Huntington Beach Graham Street 6 3908 E UC, F96, es Huntington Beach Springdale Street 7 3910 E I/C, F96, es Huntington Beach Edwards Street 8 3911 E I/C, F96, es Huntington Beach Goldenwest Street 9 3912 E I/C, F96, es Huntington Beach Home Depot 10 3977 E I/C, F96, es Huntington Beach Gothard Street 11 3909 E I/C, F96, es Huntington Beach Nichols Street 12 3860 E I/C, F96, es Huntington Beach Ash Street / Milstream Lane 13 3859 E I/C, F96, es Caltrans Beach Boulevard 14 242 es Huntington Beach Rotterdam Lane 15 3986 E I/C, F96, es2 Huntington Beach Newland Street 16 3913 E VC, F96, es Fountain Valley Magnolia Street 17 7086 Fountain Valley Bushard Street 18 7085 Fountain Valley Brookhurst Street 19 7080 Fountain Valley Ward Street 20 7082 2070, ca,Tlll, Fountain Valley Los Jardines West 21 7098 Fountain Valley Euclid Street 22 7081 Fountain Valley Mt Hope Street 23 7084 2070, ca,Tlll, Fountain Valley Newhope Street 24 7083 Santa Ana Harbor Boulevard 25 2612 WD 4 apps, ce, BT Santa Ana Yale Street 26 2464 es-TP, ee-TP Santa Ana Susan Street 27 2611 N I/C-TP, es-TP, e;-TP Santa Ana Fairview Street 28 2610 2070 ca, mod L - SD, N UC, Santa Ana Greenville Street 29 2463 N 1/C, es-F Santa Ana Raitt Street 30 2609 es-TP, ee-TP Santa Ana Bike Trail Xing 31 2608 es-TP, ee-TP Santa Ana Pacific Avenue 32 2462 es-TP, ee-TP Santa Ana Bristol Street 33 2601 E I/C, F24, es, BT Santa Ana Flower Street 34 2602 E I/C, F24, es-F, VS Santa Ana Main Street 35 2603 es-F, ee-TP, BT Santa Ana Bike Trail Xing 36 2646 ee-TP Santa Ana Halladay Street 37 2604 es-TP, ee-TP Santa Ana Standard Avenue 38 2605, WD, W, es-TP, ea-TP, ce Santa Ana Fire Signal 39 2647 ee-TP Santa Ana Grand Avenue 40 2606 E I/C, F24, VS, mod L - SD, ce, W, BT Santa Ana Wright Street 41 2607 Santa Ana Pullman Street 42 2613 Tustin Red Hill Avenue 43 5436 ca, s u = controller unit; ca = controller assembly includes cu + all necessary equipment and appurtenances + es; ce = cabinet equipment; as = ethernet switch; FS = Fiber Switch; ee = ethernet extender; gps = gps interface and antennae installed; 2070 = 2070 Com## - 2070 Communication Module, 170E - Field Master, CM = Modem - Communication Module; C = CenTracs; TAC = TACTICS; ASCL = ACS Lite; A = Aries; BB = Battery Backup System; Existing or New I/C = Interconnect Conduit with media; media - F = Fiber Optic, TP = pair Twisted; VD = Video Detection; WD - Wireless Detection SD - System Detection; VS = Video Surveillance System; W = WiFi; BT- Bluetooth; L = Loop Detector, EVP = Emergency veh. pre-erupt; T ##=Type 11 or III Electrical Service; a # following feat codes= quantity (i.e. L42 =install 42 loop detectors); • =shared ownership; following task code= NOT APART, agency pays 100% for that task only; in- cu = modify existing controller. New controller may be substituted if functionally equivalent CONSULTANT is cautioned to verify interconnect components In field. All equipment is fumished and installed and/or modify existing installation with 1 year guaranty on labor and material. Fimtware and Software Upgrades for installed specified systems are Included in the installed price for a period of 3 years. Excludes new software for new features not originally installed nor specified to be installed and included. Removal of existing equipment and appurtenances is included in the furnish and install or modify existing installation price. PS & E play be available at no cost to the Consultant from Project Agencies. 25B-49 AGREEMENT C-1-3023 PROJECT P -WARNER AVENUE -WORK BY LOCATION ATTACHMENT A Comments, Wishes, Needs of Santa Ana Instructions: Enter any special circumstance such as conduit, communications, central or field master modifications, new systems, TMC, YIDS, etc. that are not part of the intersection listing on the Main Data Sheet. Prioritize with 1 being best and 5 being worst. Add items if you wish. Priority Description Comments 1 es, ee-TP on Warner/Wright Street 2 ee-TP on Wamer/Pullman 3 Install conduit and interconnect/fiber from traffic signal cabinet to splice kit (Warner @ Standard) Install conduit and interconnect/fiber from Grand to 4 Wright and install communication equipment for IP communication 5 Replace existing cabinet with new Type 332 Traffic Signal Cabinet at Main. 6 Replace existing cabinet with new Type 332 Traffic Signal Cabinet at Flower. 7 Install conduit and interconnect.fiber from Raitt to Bristol 25B-50 AGREEMENT C-1-3023 PROJECT P - WARNER AVENUE - WORK BY LOCATION ATTACHMENT A Comments, Wishes, Needs of Fountain Valley Instructions: Enter any special circumstance such as conduit, communications, central or field master modifications, new systems, TMC, YIDS, etc. that are not part of the intersection listing on the Main Data Sheet. Prioritize with 1 being best and 5 being worst. Add items if you wish. Priority Description Comments 1 CCTV @ 1 location location to be determined 25B-51 AGREEMENT C-1-3023 PROJECT P - WARNER AVENUE - WORK BY LOCATION ATTACHMENT A Comments, Wishes, Needs of Huntington Beach rintersection ions: Enter any special circumstance such as conduit, communications, central or ster modifications, new systems, TMC, YIDS, etc. that are not part of the listing on the Main Data Sheet. Prioritize with 1 being best and 5 being worst. ms if you wish. Description Comments Replace existing TWP interconnect (in existing 1.5" 1 conduits) with new 96-strand SMFO from Algonquin to Newland along Warner Ave: 21,200 feet (not accounting for slack in pull boxes) 2 Upgrade existing pull boxes for new fiber to #6E at estimating approximately the cabinet and #6 in between signals every-600 feet Communication equipment at each signal along the 3 fiber path (13 total): 1) Fiber Patch Panel; 2) Ethernet Switch; 3) Splice Enclosure 4 Interconnect with City of Fountain Valley at Warner/Magnolia 25B-52 AGREEMENT C-1-3023 PROJECT P - WARNER AVENUE - WORK BY LOCATION ATTACHMENT A Comments, Wishes, Needs of Tustin Instructions: Enter any special circumstance such as conduit, communications, central or field master modifications, new systems, TMC, VIDS, etc. that are not part of the intersection listing on the Main Data Sheet. Prioritize with 1 being best and 5 being worst. Add items if you wish. Priority Description Comments 25B-53 AGREEMENT C-9-3025 PROJECT P - WARNER AVENUE - WORK BY LOCATION ATTACHMENT A Comments, Wishes, Needs of Caltrans Instructions: Enter any special circumstance such as conduit, communications, central or field master modifications, new systems, TMC, YIDS, etc. that are not part of the intersection listing on the Main Data Sheet. Prioritize with 1 being best and 5 being worst. dd items if you wish. Priority Description comments 25B-54 AGREEMENT NO. C-1-3023 ATTACHMENT B Local Match Commitment Details of Matching Funds: (must be consistent with PROJECT APPLICATION): Provide details in tables Direct Dollar Match Total Dollar Match for the Project - $---§4,050 In Lieu Funding: Total In Lieu Funding for the Project: $_91,414 Total Match for Project $ 155.464 Direct Dollar Match - Agency Funding Source Amount of Direct Contribution City of Huntington Beach $ 44,520 City of Fountain Valley $ 13,420 City of Tustin M2 Fair Share $ 6,110 TOTAL $ 64,050 In Lieu/Soft Match of Improvements or Staffing Support Specific Improvements and Services (List items and Cost) Agency Improvement Date of Construction Expenditure $ TOTAL $ 25B-55 AGREEMENT NO. C-1-3023 ATTACHMENT B Staffing Commitment: Type of Service No. of Hourly Rate Agency Staff Position to Project Hours (Including Total burden City of Huntington Beach Engineering Project M mt/Timin 60 $141.89/hour $ 8,513.40* Maintenance Signal City of Huntington Beach Maintenance 130 $87.88hour $ 11,424.60 City of Fountain Valley Engineering Project Admin 47.79 $100/hour $ 4,779* City of Santa Ana Sr. Civil Project Admin En ineer 50 $180.461hour $ 9,023 Assistant Project Design / City of Santa Ana Engineer II Implementation 200 $149.91/hour $ 29,982* City of Santa Ana Assistant Project Design / Traffic Oper I 108.06 $142.76/hour $ 15,426* Engineer Implementation Engineering Project Design / City of Santa Ana Interns Implementation 200 $44.63/hour $ 8,926* Caltrans Engineering Project Admin 33.4 $100/hour $ 3,340* TOTAL $ 91,414* *Total amount is the required participation by the identified agency. The number of hours and hourly rate will be based on each agency's actual billing rates, which must collectively equal the same value of the assigned "Total" dollars. Each agency will be responsible for keeping detailed records of hours worked and description of work. An accounting record of personnel, hours, and burden rate is expected to be included with the final submittal. Records will be subject to auditing. 25B-56 1 COOPERATIVE AGREEMENT NO. C-1-3024 2 BY AND BETWEEN 3 ORANGE COUNTY TRANSPORTATION AUTHORITY 4 AND 5 THE CITIES SANTA ANA, ANAHEIM, ORANGE, PLACENTIA, TUSTIN 6 AND 7 THE STATE OF CALIFORNIA 8 FOR 9 IMPLEMENTATION OF 10 THE TUSTIN AVENUE/ROSE DRIVE PROJECT FUNDED AS PART OF THE MEASURE M2 11 REGIONAL TRAFFIC SIGNAL SYNCHRONIZATION PROGRAM (PROJECT P) 12 THIS AGREEMENT, is effective this - day of , 2011 by and between 13 the Orange County Transportation Authority, 550 South Main Street, P.Q. Box 14184, Orange, 14 California 92863-1584, a public corporation of the State of California (hereinafter referred to as 15 "AUTHORITY"), and the Cities of Santa Ana, Anaheim, Orange, Placentia, Tustin, and the State of 16 California (hereinafter referred to as the "PARTICIPATING AGENCIES"). 17 WHEREAS, the AUTHORITY in cooperation with the PARTICIPATING AGENCIES are 18 working together in coordinating traffic signals across multiple jurisdictional boundaries as a part of the 19 Renewed Measure M (M2) Regional Traffic Signal Synchronization Program Project P (Project P) to 20 enhance countywide traffic flow and reduce congestion; and 21 WHEREAS, AUTHORITY has completed the competitive 2010 Call for Projects (hereinafter, 22 "2010 CALL") in support of Project P and awarded Project P funds based on the application 23 (hereinafter, "APPLICATION") prepared by the City of Santa Ana (hereinafter referred to as the 24 "APPLICANT AGENCY") for implementation of signal synchronization of traffic signals along Tustin 25 Avenue / Rose Drive Corridor (hereinafter, "PROJECT'); and 26 WHEREAS, the PARTICIPATING AGENCIES in their approved APPLICATION have elected Exhibit 3 Page 1 of 17 25B-57 ~r COOPERATIVE AGREEMENT NO. C-1-3024 1 to designate the AUTHORITY and AUTHORITY agrees to act as the implementing agency to carry out 2 the signal coordination PROJECT; and 3 WHEREAS, the PROJECT will include approximately forty-three (43) traffic signals as 4 identified in the APPLICATION and illustrated in the PROJECT Scope of Work, which is attached 5 and referred to herein as Attachment A; and 6 WHEREAS, the PROJECT will include elements identified in the APPLICATION including 7 certain hardware and software upgrades to traffic controllers, traffic telecommunications and intertie 8 systems, central traffic master controllers and associated systems (hereinafter collectively referred 9 to as `TRAFFIC CONTROL ELEMENTS"), will be constructed and/or installed and implemented as 10 part of the PROJECT as identified in Attachment A; and 11 WHEREAS, AUTHORITY agrees to work with PARTICIPATING AGENCIES to coordinate 12 the inclusion of other traffic control elements that must be installed at the same time as the 13 construction of the PROJECT that are NOT included in Attachment A and will be the responsibility of 14 the AGENCY owning each and any of those traffic control elements during the course of the project; 15 and 16 WHEREAS AUTHORITY agrees to implement the PROJECT based on Attachment A. The 17 PARTICIPATING AGENCIES agree to a combined cash and in-kind match of one hundred, seventy 18 thousand, eight hundred dollars ($170,800.00), equivalent to twenty percent (20%) of the PROJECT 19 cost (see Attachment B); and 20 WHEREAS, AUTHORITY and the PARTICIPATING AGENCIES desire to enter into this 21 Agreement to implement the PROJECT in support of Project P as part of M2; and 22 WHEREAS, this Cooperative Agreement defines the specific terms, conditions and funding 23 responsibilities between the AUTHORITY and the PARTICIPATING AGENCIES for the implementation 24 of the PROJECT. 25 WHEREAS, the Orange County Transportation Authority Board of Directors approved funding 26 for the PROJECT and authorized the Chief Executive Officer to negotiate and execute this cooperative Page 2 of 17 25B-58 I: COOPERATIVE AGREEMENT NO. C-1-3024 1 agreement on June 13, 2011. 2 WHEREAS, the CITY of Anaheim's City Council approved this Agreement on the day of 3 , 20 4 WHEREAS; the CITY of Orange's City Council approved this Agreement on the day of 5 20. 6 WHEREAS, the CITY of Placentia's City Council approved this Agreement on the day of 7 '20 8 WHEREAS, the CITY of Santa Ana's City Council approved this Agreement on the day 9 of 20 10 WHEREAS, the CITY of Tustin's City Council approved this Agreement on the day of 11 20 12 WHEREAS, the State of California Department of Transportation's Deputy District Director of 13 Operations approved this Agreement on the day of 120, 14 NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and the 15 PARTICIPATING AGENCIES as follows: 16 ARTICLE 1. COMPLETE AGREEMENT 17 A. This Agreement, including any attachments incorporated herein and made applicable by 18 reference, constitutes the complete and exclusive statement of the terms and conditions of this 19 Agreement between AUTHORITY and the PARTICIPATING AGENCIES and it supersedes all prior 20 representations, understandings and communications between the parties. The invalidity in whole or in 21 part of any term or condition of this Agreement shall not affect the validity of other term(s) or i 22 conditions(s) of this Agreement. The above referenced Recitals are true and correct and are 23 incorporated by reference herein. 24 B. AUTHORITY's failure to insist on any instance(s) of PARTICIPATING AGENCIES's 25 performance of any term(s) or condition(s) of this Agreement shall not be construed as a waiver or 26 relinquishment of AUTHORITY's right to such performance or to future performance of such term(s) or Page 3 of 17 25B-59 14 COOPERATIVE AGREEMENT NO. C-1-3024 1 condition(s), and AGENCY's obligation in respect thereto shall continue in full force and effect. Changes 2 to any portion of this Agreement shall not be binding upon AUTHORITY except when specifically 3 confirmed in writing by an authorized representative of AUTHORITY by way of a written amendment to 4 this Agreement and issued in accordance with the provisions of this Agreement. 5 C. PARTICIPATING AGENCIES's failure to insist on any instance(s) of AUTHORITY's 6 performance of any term(s) or condition(s) of this Agreement shall not be construed as a waiver or 7 relinquishment of PARTICIPATING AGENCY's right to such performance or to future performance of 8 such term(s) or condition(s), and AUTHORITY's obligation in respect thereto shall continue in full force 9 and effect. Changes to any portion of this Agreement shall not be binding upon PARTICIPATING 10 AGENCIES except when specifically confirmed in writing by an authorized representative of 11 PARTICIPATING AGENCIES by way of a written amendment to this Agreement and issued in 12 accordance with the provisions of this Agreement. 13 ARTICLE 2. SCOPE OF AGREEMENT 14 This Agreement specifies the roles and responsibilities of the PARTIES as they pertain to the 15 subjects and projects addressed herein. Both AUTHORITY and PARTICIPATING AGENCIES agree 16 that each will cooperate and coordinate with the other in all activities covered by this Agreement and 17 any other supplemental agreements that may be required to facilitate purposes thereof. 18 ARTICLE 3. RESPONSIBILITIES OF AUTHORITY 19 AUTHORITY agrees to the following responsibilities for funding of the PROJECT: 20 A. AUTHORITY shall implement the PROJECT based on the APPLICATION prepared by 21 the APPLICANT AGENCY in accordance with the policies and procedures contained in the CTFP 22 Guidelines. 23 B. AUTHORITY shall provide oversight in order to maintain inter jurisdictional traffic signal 24 operational integrity between PROJECT and other existing and new M2 Project P funded projects. 25 C. AUTHORITY shall perform web-based public outreach activities for the project to 26 communicate major project milestones and results. Page 4 of 17 25B-60 COOPERATIVE AGREEMENT NO. C-1-3024 1 D. AUTHORITY shall provide formats, templates, and guidance in reporting requirements 2 as described in CTFP. 3 E. AUTHORITY, or agents of AUTHORITY, may upon close-out of PROJECT under this 4 Agreement, perform an audit and or technical review to ensure that the CTFP Guidelines policies and 5 procedures were followed. Such an audit shall be performed within one hundred and eighty (180) days 6 after the PROJECT three-year grant period is complete. If the audit or technical review determines that 7 any of the activities performed are ineligible for CTFP funding, PARTICIPATING AGENCIES must 8 return the amount of funding used to perform the ineligible activity to AUTHORITY. 9 F. AUTHORITY will invoice the PARTICIPATING AGENCIES as identified in the 10 PROJECT 2010 CALL APPLICATION and Attachment B for the dollar match at the start of the 11 PROJECT. 12 G. AUTHORITY will request updates on the PROJECT as part of semi-annual review 1.3 process, including documentation of in-kind match conforming to Attachment B and will include the 14 PROJECT in the list of active projects in OCFundtracker until completion of the three year grant period. 15 Documents to be provided include, but are not limited to, payroll records, contracts, and purchase 16 orders. 17 ARTICLE 4. RESPONSIBILITES OF THE AUTHORITY AS PROJECT LEAD AGENCY 18 The AUTHORITY as the LEAD AGENCY agrees to the following responsibilities for the 19 implementation of the PROJECT: 20 A. AUTHORITY will act as the LEAD AGENCY for the work necessary to manage, procure, 21 and complete the PROJECT as identified in Attachment A, which is attached to and, by this reference, 22 incorporated in and made a part of this agreement. 23 B. To coordinate outreach with the PARTICIPATING AGENCIES for the PROJECT. 24 C. To collect manual intersection movement and automated machine traffic counts. 25 D. To develop new timing plans optimized for signal synchronization. 26 / Page 5 of 17 25B-61 COOPERATIVE AGREEMENT NO. C-1-3824 1 E. To provide updated timing plans and traffic count data to the PARTICIPATING 2 AGENCIES. 3 F. To prepare a "Before and After Study" for the PROJECT. As described in the Measure 4 M2 Eligibility Guidelines adopted by the AUTHORITY, the "Before and After Study" for the project is 5 considered the equivalent of the required Project Final Report (Measure M2 Ordinance No. 3, Section 6 B.111.9) for the project. The AUTHORITY shall provide the "Before and After Study" to the 7 PARTICIPATING AGENCIES in draft and final formats for comment and comments shall be noted in 8 the final study. 9 G. To provide Ongoing Maintenance and Operation of optimized signal timing after Primary 10 Implementation of the PROJECT is completed and continue until the end of the three year grant period. 11 ARTICLE 5. RESPONIBILITES OF.THE PARTICIPATING AGENCIES 12 The PARTICIPATING AGENCIES agree to the following responsibilities for implementation 13 and funding of the PROJECT: 14 A. Provide a technical representative to meet and participate as a member of the 15 project's Traffic Forum. 16 B. To authorize the AUTHORITY to manage, procure, and implement all aspects of the 17 project. 18 C. To participate and support the PROJECT implementation within the timeframe 19 outlined in the APPLICATION and consistent with the CTFP Guidelines adopted by the 20 AUTHORITY. 21 D. To provide the AUTHORITY all current intersection, local field master, and/or central 22 control system timing plans and related data upon request. 23 E. To provide the local match and/or documentation for the in-kind services for the 24 project in accordance with Attachment B. Failure to provide included match and/or evidence of in- 25 kind service may result in the loss of future participation for competitive funds. 26 / Page 6 of 17 25B-62 COOPERATIVE AGREEMENT NO. C-1-3024 1 F. PARTICIPATING AGENCIES that have included a dollar match as identified in 2 Attachment B shall provide payment for the dollar match to the AUTHORITY within 30 calendar days of 3 receipt of an invoice. 4 G. PARTICIPATING AGENCIES that have included an in-kind match as identified in 5 Attachment B shall provide documentation of conformance as part of the semi-annual review process. 6 H. PARTICIPATING AGENCIES shall provide updates to the AUTHORITY on the 7 PROJECT as part of semi-annual review process until completion of the three year PROJECT grant 8 period. Documents to be provided include, but are not limited to, payroll records, contracts, and 9 purchase orders. 10 I. PARTICIPATING AGENCIES shall continue Ongoing Maintenance and Operation after 11 the three year grant period is complete and continue until the end of the PROJECT if specified as part 12 of the Attachment A Maintenance of Effort section. 13 ARTICLE 6. DELEGATED AUTHORITY 14 The actions required to be taken by PARTICIPATING AGENCIES in the implementation of this 15 Agreement are delegated to its City Managers, or equivalent designee, and the actions required to be 16 taken by AUTHORITY in the implementation of this Agreement are delegated to AUTHORITY's Chief 17 Executive Officer. 18 ARTICLE 7. AUDIT AND INSPECTION 19 AUTHORITY and PARTICIPATING AGENCIES shall maintain a complete set of records in 20 accordance with generally accepted accounting principles. Upon reasonable notice, PARTICIPATING 21 AGENCIES shall permit the authorized representatives of the AUTHORITY to inspect and audit all 22 work, materials, payroll, books, accounts, and other data and records of PARTICIPATING AGENCIES 23 for a period of four (4) years after final payment, or until any on-going audit is completed. For purposes 24 of audit, the date of completion of this Agreement shall be the date of AUTHORITY's payment of 25 PARTICIPATING AGENCIES' final billing (so noted on the invoice), if applicable, under this Agreement. 26 AUTHORITY shall have the right to reproduce any such books, records, and accounts. Page 7 of 17 25B-63 . I, COOPERATIVE AGREEMENT NO. C-1-3024 1 The above provision with respect to audits shall extend to and/or be included in contracts with 2 PARTICIPATING AGENCIES' contractor. 3 ARTICLE 8. INDEMNIFICATION 4 A. The PARTICIPATING AGENCIES shall jointly and severally indemnify, defend and hold 5 harmless the AUTHORITY, it's officers, directors; employees and agents from and against any and all 6 claims (including attorney's fees and reasonable expenses for litigation and settlement) for any loss or 7 damages, bodily injuries, damage to, or loss of property caused by the negligent acts, omissions or 8 willful misconduct by the PARTICIPATING AGENCIES, its officers, directors, employees or agents in 9 connection with or arising out of the performance of this Agreement. 10 g, The PARTICIPATING AGENCIES shall maintain adequate levels of insurance, or self- 11 insurance to assure full indemnification of AUTHORITY. 12 C. AUTHORITY shall indemnify, defend and hold harmless the PARTICIPATING 13 AGENCIES, its officers, directors, employees or agents, and/or its officers, directors, employees or 14 agents from and against any and all claims (including attorney's fees and reasonable expenses for 15 litigation and settlement) for any loss or damages, bodily injuries, damage to, or loss of property caused 16 by the negligent acts, omissions or willful misconduct by AUTHORITY, its officers, directors, employees 17 or agents in connection with or arising out of the performance of this Agreement. 18 D. AUTHORITY shall maintain adequate levels of insurance, or self-insurance to assure full 19 indemnification of the PARTICIPATING AGENCIES. 20 ARTICLE 9. ADDITIONAL PROVISIONS 21 A. Term of Agreement: This Agreement shall continue in full force and effect until 22 September 30, 2014. This Agreement may be extended at the mutual consent of both parties. 23 B. This Agreement may be extended or amended in writing at any time by the mutual 24 consent of both parties. No amendment shall have any force or effect unless executed in writing by 25 both parties. 26 Page 8 of 17 25B-64 COOPERATIVE AGREEMENT NO. C-1-3024 1 C. The AUTHORITY and the PARTICIPATING AGENCIES agree to work together in good 2 faith, using reasonable efforts to resolve any unforeseen issues and disputes arising out of the 3 performance of this Agreement. 4 D. Legal Authority: The AUTHORITY and the PARTICIPATING AGENCIES hereto 5 consent that they are authorized to execute this Agreement on behalf of said parties and that, by so 6 executing this agreement, the parties hereto are formally bound to the provisions of this Agreement. 7 E. Severability: If any term, provision, covenant or condition of this Agreement is held to be 8 invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the 9 remainder of this Agreement shall not be affected thereby, and each term, provision, covenant or 10 condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 19 F. Counterparts of Agreement: This Agreement may be executed and delivered in any 12 number of counterparts, each of which, when executed and delivered shall be deemed an original and 13 all of which together shall constitute the same agreement. Facsimile signatures will be permitted. 14 G. In the event that the PROJECT Costs exceed the estimates as submitted in the 15 APPLICATION as prepared by the APPLICANT AGENCY, all parties agree to meet and determine 16 PROJECT revisions to meet the budget or a revised funding proposal by PARTICIPATING AGENCIES 17 which shall be documented and submitted in writing as a revision to the agreement. 18 H. AUTHORITY and PARTICIPATING AGENCIES shall comply with all applicable federal, 19 state and local laws, statutes, ordinances and regulations of any governmental authority having 20 jurisdiction over the PROJECT. 21 I. Force Maieure: Either Party shall be excused from performing its obligations under this i 22 Agreement during the time and to the extent that it is prevented from performing by an unforeseeable 23 cause beyond its control, including but not limited to; any incidence of fire, flood; acts of God; 24 commandeering of material, products, plants or facilities by the federal, state or local government; 25 national fuel shortage; or a material act or omission by the other party; when satisfactory evidence of 26 such cause is presented to the other Party, and provided further that such nonperformance is Page 9of17 25B-65 COOPERATIVE AGREEMENT NO. C-1-3024 1 unforeseeable, beyond the control and is not due to the fault or negligence of the Party not performing- 2 J. Assignment: Neither this Agreement, nor any of the Parties rights, obligations, duties, or 3 authority hereunder may be assigned in whole or in part by either Party without the prior written consent 4 of the other Party in its sole and absolute discretion. Any such attempt of assignment shall be deemed 5 void and of no force and effect. Consent to one assignment shall not be deemed consent to any 6 subsequent assignment, nor the.waiver of any right to consent to such subsequent assignment. 7 K. Obligations To Comply with.Law: Nothing herein shall be deemed nor construed to 8 authorize or require any Party to issue bonds, notes or other evidences of indebtedness under the 9 terms, in amounts, or for purposes other than as authorized by local, state or federal law. 10 L. Governing Law: The laws of the State of California and applicable local and federal 11 laws, regulations and guidelines shall govern this Agreement. 12 M. Litigation fees: Should litigation arise out of this Agreement for the performance thereof, 13 the court shall award costs and expenses, including attorney's fees, to the prevailing party. 14 N. Notices: Any notices, requests, or demands made between the parties pursuant to this 15 Agreement are to be directed as follows: 16 To CITY OF ANAHEIM: To AUTHORITY: 17 18 City of Anaheim Orange County Transportation Authority 19 200 S. Anaheim Boulevard, Suite 276 550 South Main Street 20 Anaheim, CA 92805 P. O. Box 14184 21 Orange, CA 92863-1584 22 Attention: John Thai Attention: Venita Todd 23 Principal Traffic Engineer Senior Contracts Administrator 24 Tel: 714/765-5202 Tel: 714/560-5446 25 email: jthai(a?anaheim.net email: vtodd(a)octa.net 26 Page 10 of 17 25B-66 r COOPERATIVE AGREEMENT NO. C-1-3024 1 To CITY OF PLACENTIA: To CITY OF SANTA ANA: 2 City of Placentia City of Santa Ana 3 Public Works Agency 401 East Chapman Avenue 4 20 Civic Center Plaza, M-43 Placentia, CA 92870 5 Santa Ana, CA 92701 6 Attention: Ruth Smith Attention: Vinh Nguyen 7 Traffic Engineering Consultant Senior Civil Engineer 8 Tel: 714/993-8131 Tel: 714/647-5612 9 rsmith(cD-placentia.orq email: vnguyen(u7santa-ana.org 10 / 11 To CITY OF TUSTIN: To STATE OF CALIFORNIA: 12 City of Tustin State of California 13 300 Centennial Way 6681 Marine Way 14 Tustin, CA 92780 Irvine, CA 92618 15 Attention: Dana R. Kasdan, P.E. Attention: Fedrico Hormozi 16 Engineering Services Manager Senior Electrical Engineer 17 Tel: 714/573-3150 Tel: 9491936-3464 18 email: dkasdan cDtustinca.ora email: fedrico hormozi(d.dot.ca.gov 19 / 20 To CITY OF ORANGE: 21 City of Orange 22 300 E. Chapman Avenue Orange, CA 92866 23 Attention: Amir Farahani 24 City Traffic Engineer 25 Tel: 714/744-5534 26 email: afarahani(q).cityoforangg.org Page 11 of 17 25B-67 i COOPERATIVE AGREEMENT NO. C-1-3024 1 IN WITNESS WHEREOF, the parties hereto have caused this Agreement 2 No. C-1-3024 to be executed on the date first above written. 3 CITY OF ANAHEIM ORANGE COUNTY TRANSPORTATION AUTHORITY 4 By: By: 5 Tom Tait Will Kempton 6 Mayor Chief Executive Officer 7 ATTEST: APPROVED AS TO FORM: 8 By: By: 9 Linda N. Andal Kennard R. Smart, Jr. City Clerk General Counsel 10 11 APPROVED AS TO FORM: APPROVAL RECOMMENDED; 12 By: By: Cristina Talley Kia Mortazavi 13 City Attorney Executive Director, Planning 14 Dated: 15 Dated: 16 / 17 / 18 / 19 / 20 I 21 / 22 / 23 / 24 / 25 / 26 / Page 12 of 17 25B-68 COOPERATIVE AGREEMENT NO. C-1-3424 1 IN WITNESS WHEREOF, the parties hereto have caused this Agreement 2 No. C-1-3024 to be executed on the date first above written. 3 CITY OF ORANGE 4 By: 5 Carolyn V. Cavecche 6 Mayor 7 ATTEST: 8 By: g Mary E. Murphy City Clerk 10 11 APPROVED AS TO FORM: 12 By: David A. DeBerry 13 City Attorney 14 Dated:. 15 16 / 17 18 / 19 20 21 22 23 / 24 25 26 / Page 13 of 17 25B-69 COOPERATIVE AGREEMENT NO. C-1-3024 1 IN WITNESS WHEREOF, the parties hereto have caused this Agreement 2 No. C-1-3024 to be executed on the date first above written. 3 CITY OF PLACENTIA 4 By: 5 Scott W. Nelson 6 Mayor 7 ATTEST: 8 By: g Patrick J. Melia City Clerk 10 APPROVED AS TO FORM: 11 By: 12 Andrew V. Arczynski 13 City Attorney 14 Dated: 15 / 16 / 17 18 19 20 / 21 / 22 23 / 24 / 25 / 26 Page 14 of 17 25B-70 COOPERATIVE AGREEMENT NO. C-1-3024 1 IN WITNESS WHEREOF, the parties hereto have caused this Agreement 2 No. C-1-3024 to be executed on the date first above written. 3 CITY OF SANTA ANA 4 By: 5 Miguel Pulido 6 Mayor 7 ATTEST: 8 By: g Maria D. Huizar City Clerk 10 11 APPROVED AS TO FORM: 12 By: Joe Straka 13 City Attorney 14 Dated: 15 16 / 17 / 18 / 19 / 20 / 21 / 22 / 23 / 24 / 25 / 26 / Page 15 of 17 25B-71 COOPERATIVE AGREEMENT NO. C-1-3024 1 IN WITNESS WHEREOF, the parties hereto have caused this Agreement 2 No. C-1-3024 to be executed on the date first above written. 3 CITY OF TUSTIN 4 By: 5 Jerry Amante 6 Mayor 7 ATTEST: 8 By: g Pamela Stoker City Clerk 10 11 APPROVED AS TO FORM: 12 By: David E. Kendig 13 City Attorney 14 Dated: 15 / 16 17 / 18 / 19 20 21 22 ~ I 23 24 / 25 / 26 / Page 16 of 17 25B-72 COOPERATIVE AGREEMENT NO. C-1-3024 1 IN- WITNESS WHEREOF, the parties hereto have caused this Agreement 2 No. C-1-3024 to be executed on the date first above written. 3 4 COUNTY DEPARTMENT OF TRANSPORTATION 5 By.- 6 James Pinheiro Deputy District Director 7 Operations and Maintenance 8 Dated: 9 1 10 11 12 13 14 15 16 17 18 19 20 / 21 rk / 22 / l 23 24 25 I 26 I Page 17 of 17 25B-73 AGREEMENT C-1-3024 Tustin Avenue/Rose Drive ATTACH M ENT A Project P Corridor Scope of Work Tustin Avenue/Rose Drive INTRODUCTION The Renewed Measure M (M2), Project P - Regional Traffic Signal Synchronization Program (RTSSP) is a multi-agency, corridor-based approach that optimizes traffic signal timing based on analysis of metrics obtained from existing traffic patterns. This approach acknowledges local agency responsibility and control of signal timing and coordinates with project agencies to develop acceptable synchronization timing. The PARTICPATING AGENCIES/AGENCY (AGENCIES) along the Tustin Avenue/Rose Drive corridor (PROJECT) have requested, as detailed in the approved application, that the Orange County Transportation Authority (AUTHORITY) be designated as the LEAD AGENCY. AUTHORITY will administer the work with the assistance of consulting or contractor services to provide project management, traffic signal timing optimization, and implementation of approved equipment upgrades as submitted in the application for PROJECT. This scope requires the active assistance by all corridor AGENCIES throughout the process even without special reference to their participation. PROJECT TRAFFIC SIGNAL SYNCHRONIZATION PRIMARY IMPLEMENTATION The following is an outline of the scope of services for PROJECT Primary Implementation that is associated with developing and implementing optimal PROJECT time-of day traffic signal coordination plans: 1) Project Administration AUTHORITY shall provide general project administration, environmental processing, and quality control. PARTICIPATING AGENCIES shall provide support project management services for the project intersections located within their jurisdiction and assist in maintaining PROJECT schedule. a) Data Collection The AUTHORITY will assemble with the assistance of PARTICIPATING AGENCIES the necessary data to understand the existing traffic conditions for the PROJECT and its respective traffic signal operations. This shall include, at minimum, the following: • All data, documents, plans, photos, etc. related to each Project intersection within the past two years 25B-74 AGREEMENT C-1-3024 Tustin Avenue/Rose Drive ATTACHM ENT A • Local agency timing preferences or policies for all modes of travel and special intersection treatments • Manual and Machine Traffic counts for highway links and intersections for weekday and weekend time periods for all modes of travel. Special 72-hour video counts will be conducted at up to eight (8) intersections along the corridor with established special modal use. b) Field Reviews AUTHORITY shall conduct PROJECT field reviews to verify collected data including geometric layout, inventory of existing traffic signal control and communications, and any and all factors that impact or affect signal progressions. AUTHORITY in coordination with the PARTICIPATING AGENCIES shall identify mitigations for the existing traffic signal control equipment or geometric layouts to determine recommended PROJECT related improvements 2) Signal Synchronization Timing The AUTHORITY shall develop a signal synchronization model using Synchro and Sim Traffic 8.0 and Tru - Traffic 9.0 to verify the operation of existing timing and then produce and evaluate potential timing changes that would improve or refine the corridor traffic flows through improved optimized signal operations. The PARTICIPATING AGENCIES shall be involved in the review and validation of the recommended signal timing. The OCTA Corridor Synchronization Performance Index (CSPI) combines Average Speed, Stops per Mile, and Greens per Red (number of intersections successfully traversed on a Green Light vs. Stopped by a Red Light) into a composite index. The CSPI shall be the defined metric in this evaluation The AUTHORITY shall utilize the approved Optimized Signal Timing and implement the timing into the central and field controller systems and provide Fine Tuning services. The After Study Travel Time Runs Shall be performed and the Before to After comparison CSPI shall then be determined 3) Before and After Studies and Reports AUTHORITY shall conduct real-time floating car `runs" in each direction during the planned (Before) and implemented (After) time periods of PROJECT traffic signal synchronization. Summary reports shall be prepared by AUTHORITY in coordination with the 25B-75 AGREEMENT C-1-3024 Tustin Avenue/Rose Drive ATTACHMENT A PARTICIPATING AGENCIES to indentify improvements in metrics from the Before to After conditions. The Before and After Study shall constitute the PROJECT Final Report. Additionally, this report shall document improvements accomplished and recommend procedures for continuing maintenance, surveillance, and evaluation of the coordinated signal system. 4. Engineering Design, Review, and Procurement/Construction - Support Infrastructure Each AGENCY shall provide sufficient staffing to provide Engineering Design Review of Consultant provided design documentation. If design documentation is provided by the AGENCY for PROJECT, the Engineering Design Review requirement shall be satisfied. Purchase and construction/installation of the requested traffic signal infrastructure and upgrades, software, licenses, or other components as approved in the application shall be by the AUTHORITY in the name of and for the end user AGENCY. The AUTHORITY shall work with the PARTICIPATING AGENCIES to coordinate design, identification of applicable standards/specifications, purchasing and/or installation of the required improvements. Design and other technical support to implement the upgrades shall be subject to the designated cost estimate. The budget for these improvements is fixed to the approved budget and will be subject to revised scope or additional contributions. The highest priority improvements shall be those that are required to optimize signal timing. The AGENCY shall waive all fees for permits and inspections and shall provide sufficient professional staffing to provide construction support and inspection services to PROJECT. PROJECT TRAFFIC SIGNAL SYNCHRONIZATION - ON GOING MAINTENANCE AND MONITORING The following is a summary of the on-going maintenance and monitoring for PROJECT; 1) Continued Signal Timing Support From the date of completion and acceptance of the signal timing implementation by the AGENCIES, the AUTHORITY shall provide regularly scheduled monthly signal timing support to monitor, observe, fine-tune and optimize the signal timing and phasing operation, PROJECT wide. The AUTHORITY shall provide a reporting mechanism to the AGENCIES documenting any changes made or recommended including maintenance issues regarding systems components directly related to the Systems 25B-76 AGREEMENT C-1-3024 Tustin Avenue/Rose Drive ATTACHM ENT A infrastructure installed or constructed through PROJECT. This Continued Signal Timing Support period will end after two years (24 months) or no longer than the PROJECT grant period- 2) Two Year Communication and Detection Support Authority shall provide regular monthly scheduled communication and detection support to ensure necessary conditions for signal synchronization. This will primarily focus on the monitoring and reporting of communications and detection issues. As issues are identified, they will be reported to the local agencies and potential repairs will be identified with local agencies' consultation- . I 25B-77 AGREEMENT C-1-3024 PROJECT P - TUSTIN AVENUE / ROSE DRIVE - WORK BY LOCATION ATTACHMENT A Tustin Avenue / Rose Drive - Work by Location ct>sc]r= : IU tiji i~a ?o i?ia?~ 46catjort lid. . _:t. . ...{Ztaoli Tustin 1st Street 1 5448 ce Santa Ana 4th Street 2 2528 mod L-SD, BT, E I/C F24, es-F, VS, ee-TP, ce, media CAT- Santa Ana Fruit Street 3 2654 VS, E I/C, F24, es-F, ee-TP Santa Ana Wellington Avenue 4 2409 ee-TP Santa Ana Ctr on Seventeenth / Tustin Ctr 5 2405 ee-TP Santa Ana 17th Street 6 2483 mod L-SD, es-F, VS, ee-TP,ce, media CAT-5 Santa Ana Santa Clara Avenue 7 2495 BT, es-TP, ee-TP Orange Fairhaven Avenue 8 3148 cu Caltrans SR-22 EB Ram / Seba Avenue 9 28 170E cu, com400 Caltrans SR-22 WB Ramp 10 25 gps, com400 Orange La Veta Avenue / Rock Creek 11 3145 cu, VD (autoscope) Orange Palmyra Avenue 12 3172 ca, FDN, Til Orange Chapman Avenue 13 3121 Orange Palm Avenue 14 3171 Orange Walnut Avenue 15 3101 cu, VS Orange Ma air Avenue 16 3170 ca, FDN, TII Orange Collins Avenue W 3089 ca, FDN, TII Orange Quin Avenue 18 3169 cu Orange Katella Avenue 19 3054 cu Orange Van Owen Avenue / Toyota Way 20 3168 ca, FDN, TII Orange Taft Avenue 21 3077 Orange Taft Avenue / Briardale 22 3074 Orange Meats Avenue 23 3068 Orange East Village Way 24 3038 ca, FDN, TIl Orange Village Town Center 25 3391 Orange Heim Avenue 26 3059 ca, FDN, Til Oran a/Caltrans SR-55 SB On Ramp 27 16 ca, P cabinet w/ASC3, FDN Orange Lincoln Avenue / Nohl Ranch Road 28 3056 ca Caltrans SR-55 SB Off Ramp 29 3190 2070 cu, s Orange/Anaheim Santa Ana Canyon Road 30 3044 cu' Anaheim Riverdale Avenue 31 709 2070 ca, WR Caltrans SR-91 EB Ramp 32 449 2070 cu, 170E, com6A, com400 Caltrans SR-91 WB Ramp 33 448 2070 cu, gps2, com6A Anaheim Pacificenter Drive 34 825 2070 cu Anaheim La Palma Avenue 35 888 2070 cu, WR Anaheim Miraloma Avenue 36 679 2070 ca, WR Placentia Oran ethorpe Avenue 37 7533 as Placentia Castner Drive 38 7546 cu, as Placentia Alta Vista Street 39 7525 cu, es Placentia Buena Vista Avenue 40 7522 cu, as Placentia Palm Drive 41 7518 cu, as Placentia Linda Vista Street / Valpariso Way 42 7549 cu, as Placentia Yorba Linda Boulevard 43 7512 as u = controller unit; ca = controller assembly includes cu + all necessary equipment and appurtenances + es; ce = cabinet equipment; FDN = Cabinet Foundation Extension; as = ethernet switch; FS = Fiber Switch; ee = ethernet extender, gps = gps interface and antennae installed; 2070 = 2070 Com## - 2070 Communication Module, 170E - Field Master; CM = Modem - Communications Module; C = CenTracs; TAC = TACTICS; ASCL = ACS Lite; A = Aries; Existing or New I/C = Interconnect Conduit with media; media - F = Fiber Optic; TP = pair Twisted; VD = Video Detection; WD - Wireless Detection SD - System Detection; VS = Video Surveillance System; WR = Wireless radio; W = WiFi; WR = Wireless Radio; BT- Bluetooth; L = Loop Detector; EVP = Emergency veh. pre-empt: T = Type 11 or III Electrical Service; a # following item codes = quantity (i.e. L42 = install 42 loop detectors); * _ shared ownership; following task code = NOT A PART, agency pays 100% for that task only; m - cu = modify existing controller. New controller may be substituted if functionally equivalent. CONSULTANT is cautioned to verify interconnect components in field. All equipment is furnished and installed and/or modify existing installation with 1 year guaranty on labor and material. Firmware and Software Upgrades for installed specified systems are included in the installed price for a period of 3 years. Excludes new software for new features not originally installed nor specified to be installed and included. Removal of existing equipment and appurtenances is included in the furnish and install or modify existing installation price. PS & E may be available at no cost to the Consultant from Project Agencies. 25B-78 AGREEMENT C-1-3024 PROJECT P - TUSTIN AVENUE / ROSE DRIVE - WORK BY LOCATION ATTACHMENT A Comments, Wishes, Needs of Santa Ana Instructions: Enter any special circumstance such as conduit, communications, central or field master modifications, new systems, TMC, VIDS, etc. that are not part of the intersection listing on the Main Data Sheet. Prioritize with 1 being best and 5 being worst. Add items if you wish. Priority Description Comments 1 Replace exisitng camera with new Cohu i-dome camera with video encoder 2 Replace existing camera with new Cohu i-dome camera 3 Install Bluetooth travel time measuring system 4 Replace existing cabinet with new Type 332 Traffic Signal Cabinet 5 Replace existing Video Detection with new Iteris IP Video Equipment 25B-79 AGREEMENT C-1-3024 PROJECT P - TUSTIN AVENUE / ROSE DRIVE - WORK BY LOCATION ATTACHMENT A Comments, Wishes, Needs of Anaheim Instructions: Enter any special circumstance such as conduit, communications, central or field master modifications, new systems, TMC, VIDS, etc. that are not part of the intersection listing on the Main Data Sheet. Prioritize with 1 being best and 5 being worst. Add items if you wish. Priority Description Comments 1 CCTV upgrades @ 1 to 2 locations Locations to be determined 2 BT @ 3 locations Locations to be determined 3 EVP @ 3 locations Locations to be determined 25B-80 AGREEMENT C-1-3024 PROJECT P - TUSTIN AVENUE / ROSE DRIVE - WORK BY LOCATION ATTACHMENT A Comments, Wishes, Needs of Placentia Instructions: Enter any special circumstance such as conduit, communications, central or field master modifications, new systems, TMC, YIDS, etc. that are not part of the intersection listing on the Main Rata Sheet. Prioritize with 1 being best and 5 being worst. Add items if you wish. Priority Description Comments 1 Centracs license Provide additional license for 25 intersections New ASC/3 controller assembly at 2 intersections 2 (RoseNorba Linda and Rose/Linda Vista- Valparaiso) 25B-81 AGREEMENT C-1-3024 PROJECT P - TUSTIN AVENUE ! ROSE DRIVE - WORK BY LOCATION ATTACHMENT A Comments, Wishes, Needs of Tustin Instructions: Enter any special circumstance such as conduit, communications, central or field master modifications, new systems, TMC, VI DS, etc. that are not part of the intersection listing on the Main Data Sheet. Prioritize with 1 being best and 5 being worst. Add items if you wish. Priority Description Comments Traffic signal on Tustin Ave./First St. Will require The original cost of $20,000 was based on 1 additional $8,000 because this is a field master the cost of replacing a local controller and cabinet I i 25B-82 AGREEMENT C-1-3024 PROJECT P - TUSTIN AVENUE I ROSE DRIVE - WORK BY LOCATION ATTACHMENT A Comments, Wishes, Needs of Orange I nstructions: Enter any special circumstance such as conduit, communications, central or field master modifications, new systems, TMC, VIDS, etc. that are not part of the intersection listing on the Main Data Sheet. Prioritize with 1 being best and 5 being worst. Add items if you wish. Priority Description Comments 1 EVP for all signals on Tustin Avenue in city of Orange 25B-83 AGREEMENT C-1-3024 PROJECT P - TUSTIN AVENUE 1 ROSE DRIVE - WORK BY LOCATION ATTACHMENT A Comments, Wishes, Needs of Caltrans Instructions: Enter any special circumstance such as conduit, communications, central or field master modifications, new systems, TMC, VIIDS, etc. that are not part of the intersection listing on the Main Data Sheet. Prioritize with 1 being best and 5 being worst. Add items if you wish. Priority Description Comments 25B-84 AGREEMENT NO. C-1-3024 ATTACHMENT B Local Match Commitment Details of Matching Funds: (must be consistent with PROJECT APPLICATION): Provide details in tables Direct Dollar Match Total Dollar Match for the Project - $ 15,600 In Lieu Funding: Total In Lieu Funding for the Project: $ 155,200 Total Match for Project $ 170,800 Direct Dollar Match - Agency Funding Source Amount of Direct Contribution City of Tustin M2 Fair Share $5,600 City of Placentia Gas Tax $10,000 $ TOTAL $15,600 In Lieu/Soft Match of Improvements or Staffing Support or Equipment Purchase Specific Improvements and Services (List items and Cost) Date of Agency Improvement Construction Expenditure TOTAL $ 25B-85 AGREEMENT NO. C-1-3024 ATTACHMENT B Staffing Commitment: Type of Service to No. of Hourly Rate Agency Staff Position Project Hours Full Burdened Total City of Santa Ana Sr. Civil Project Admin 18.5 $180.46/hour $3,338.51 Engineer City of Santa Ana Assistant Project Design / Engineer II Implementation 80 $149.91/hour $11,992.80* Assistant Traffic Project Design / City of Santa Ana Oper Engineer Implementation 60 $142.76/hour $8,565.60* City of Santa Ana Engineering Project Design / 78.49 $44.631hour $3,503.09' Interns Implementation Traffic Project Admin & City of Orange Engineer Review 200 $121/hour $24;200* City of Orange Engineer Project Implementation 150 $79/hour $11,850* City of Orange Engineer Project Implementation 392.36 $72/hour $28,250` City of Anaheim Engineer Project Admin 20 $102.68/hour $2,053.60* / City of Anaheim Engineer Coordination Fine Tune 120 $102.68/hour $12,321.60* City of Anaheim Engineer Field Inspection 40 $102.68/hour $4,107.20* City of.Placentia Ear Weer Project Coordination 65 $140/hour $9,100* City of Placentia Sr. Mgmt Project Admin 16.713 $53.85 $900.00* Analyst Caltrans Engineering Project Admin 120 $100/hour $12,000* TOTAL $155,200* "Total amount is the required participation by the identified agency. The number of hours and hourly rate will be based on each agency's actual fully burdened billing rates, which must collectively equal the same value of the assigned "Total" dollars. Each agency will be responsible for keeping detailed records of hours worked and description of work. An accounting record of personnel, hours at fully burdened rate is expected to be included with the final submittal. Records will be subject to auditing. Equipment Purchase: Agency Description Total City of Anaheim Hardware $3,017.60 City of Orange ASC 3 Traffic Controllers $20,000 25B-86 REQUEST FOR COUNCIL ACTION - ~ducation 18t CITY COUNCIL MEETING DATE: CLERK OF COUNCIL USE ONLY: DECEMBER 19, 2011 TITLE: APPROVED ? As Recommended AMENDMENT TO AGREEMENT WITH El Amended F1 Or dinance on 1St Reading TRANSDYN CONTROLS, INC. FOR ? Ordinance on 2nd Reading SUPERVISORY CONTROL AND DATA ? Implementing Resolution ACQUISITION SYSTEM UPGRADES ? set Public Hearing For CONTINUED TO FILE NUMBER CITY MANAGER RECOMMENDED ACTION Authorize the City Manager and the Clerk of the Council to execute the attached amendment to the agreement with Transdyn Controls, Inc. to provide additional support services and equipment for the Supervisory Control and Data Acquisition System (SCADA) for an additional not-to-exceed amount of $20,000, subject to nonsubstantive changes approved by the City Manager and City Attorney. DISCUSSION The City's water production facilities are controlled by a Supervisory Control and Data Acquisition (SCADA) System. The system utilizes remote programmable controllers at each water production site and a central computer system located at the City Yard to remotely operate wells, pumps, and reservoirs. Uninterrupted reliability and functionality of this system is required to maintain operation of the water system. The existing system was installed by Transdyn Controls, Inc. in 1992 and was most recently upgraded in 2006. The current system provided by Transdyn has functioned since 1992 without failure. Due to recent upgrades and additions to the water production system such as the West Station Upgrades, the Water Resources Division has been experiencing communication problems with the SCADA system that have not been resolved. Transdyn provided an estimate to troubleshoot the errors in the system and to supply spare equipment radios for future hardware failures. The City has an existing $25,000 agreement (N-2009-90-2) with Transdyn Controls, Inc. to provide support services and equipment for unexpected problems occurring with the SCADA system, of which $20,000 has been exhausted. The additional work will exceed the existing agreement and therefore, staff is requesting an additional $20,000 for the extra support service and replacement equipment. 25C-1 Amendment to Agreement withTransdyn Controls, Inc. For Supervisory Control and Data Acquisition System December 19, 2011 Page 2 ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT This amendment will add a not-to-exceed amount of $20,000 to the existing agreement with Transdyn Controls, Inc. Funds are available in the Water Production and Supply Fund (accounting unit 06017640-62300). APPROVED AS TO FUNDS AND ACCOUNTS: Rau Godinez II Francisco Gutierrez Executive Direct Executive Director Public Works Agency Finance & Mgmt. Services Agency k- RG/RB 25C-2 THIRD AMENDMENT TO AGREEMENT THIS THIRD AMENDMENT TO AGREEMENT is entered into on December 19, 2011, by and between Transdyn, Inc., a Delaware 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 that certain Agreement N-2009-090, dated May 6, 2009, (hereinafter ..said Agreement") by which Consultant has provided service and maintenance for the City's Water Supervisory Control and Data Acquisition System (hereinafter "SCADA"). B. The parties have amended the Agreement to add to the scope of services, extend the term and increase compensation to pay for additional services. C. In accordance with the terms and conditions of said Agreement, the parties again wish to increase compensation in order to pay for additional required services required. WHEREFORE, in consideration of the covenants contained in said Agreement, and subject to all the terms and conditions of said Agreement, except those amended in this Third Amendment to Agreement, the parties agree as follows: 1. Section 1, SCOPE OF SERVICES, shall be amended to add a subsection A.I which will read in full as follows: "A.1. In order to update the systemConsultant shall provide radios and onsite configuration training and communication troubleshooting at the West Reservior Pump Station as set forth in Consultants Proposal dated November 18, 2011, attached hereto as Exhibit A-2 and incorporated by this reference." 2. Section 2, COMPENSATION, shall be amended to increase compensation by $20,000, for a total not to exceed amount of $45,000, to pay for the services during FY2011-12, at the rates and charges set forth in Exhibit A-1, attached hereto and incorporated by this reference. 3. Except as hereinabove amended, all terms and conditions of said Agreement shall remain in full force and effect. 25C-3 IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment to Agreement on the date and year first written above. ATTEST: CITY OF SANTA ANA Maria D. Huizar, Clerk of the Council PAUL M. WALTERS Acting City Manager APPROVED AS TO FORM: Joseph Straka, Interim City Attorney TRANSDYN, INC. RECOMMENDED FOR APPROVAL: Raul Godinez, II (NAME) Executive Director -PWA (Title) 25C-4 Exhibit A-1 '10) T AN DYN TRANSDYN, INC PROFESSIONAL AND SUPPORT SERVICES Transdyn is pleased to provide the following categories of services: 1. PROFESSIONAL SERVICES Classification Hourly Rate Division/Department Manager $210.00 Sr. Project Manager 195.00 Project Manager 180.00 Sr. Software Engineer 200.00 Software Engineer 150.00 Sr. Systems Engineer 170.00 Systems Engineer 130.00 Applications Engineer 110.00 Field Specialist 140.00 Field Technician 100.00 Designer/Draftsperson 90.00 Administrative Support 80.00 II. FIELD SERVICES Field Services supplied to customers not covered by an established Contract Service Agreement or services as requested by a customer for a specific day, time or reason, outside the scheduled service provided under a Contract Service Agreement. Description Demand Service Service and Travel Time Portal to Portal (See Note). a. Std. work hours 8:00 a.m. to 5:00 p.m. Standard Rate per I and III b. Saturday and hours other than 8:00 a.m. to 5:00 p.m. 1.5 times Standard Rate c. Sundays and Legal Holidays Double Standard Rate Note: The base location for travel time will be Transdyn's nearest service office. Minimum service charge will equal 4 hours at appropriate service rate. III. SHOP FABRICATION SERVICES Shop fabrication services are available at a shop rate of $80.00 per hour. Materials will be invoiced at cost plus 25%. Normal shop expenses are included within the above rates; however, additional expenses such as freight, travel, etc., will be billed at cost. Shop/field calibration, acceptance testing, start-up, etc., are considered field services and will be charged at the appropriate field service rates. rev: January 19, 2010 25C-5 Page 2 2 TRANSDYN, IN C Professional and Support Services IV. TRANSDYN'S PERSONNEL RATES Normal labor charges will be at the hourly rates shown in the above tables for each labor classification. Time in excess of 8 hours per day or 40 hours per week is termed overtime. When client authorized, overtime rates are 1.5 times normal rates. Rates are in USD. Quoted rates are subject to reasonable adjustment after December 31, 2010. V. SUBCONTRACTED WORK When it is necessary to supplement our staff with consultants or outside subcontractors, these services are billed at our cost plus 15%. VI. EXPENSES Additional expenses are charged at cost plus 15%. These reimbursable costs include, but are not limited to: Travel (air fare, auto rental, public transportation and subsistence) Use of company vehicles ($90/day) and employee cars ($0.65/mile) Equipment rental or purchase Long distance and cellular telephone, fax , postage, courier and reproduction work Applicable sales taxes and freight charges VII. MATERIALS Material is charged at list price plus 15%. Applicable sales, excise taxes, fees and freight charges are added as applicable. VIII. DOCUMENTATION All agreed upon documentation including manuals, drawings and reproductions, will be furnished to the client during or at the close of the job. We reserve the right to retain either originals or reproductions of all of our work for our files. IX. TERMS, CONDITIONS, AND CLARIFICATIONS The attached terms, conditions, and clarifications shall also apply. rev: January 19, 2010 25C-6 TRANSDYN, INC. TERMS AND CONDITIONS 1. ACCEPTANCE. Prices quoted are firm for 60 days unless otherwise stated In quotation. Acceptance of your order is expressly conditional upon acceptance of these Terms, which shall constitute the complete agreement. No waiver or modification of any Terms shall be binding on Seller unless made in writing and signed by the Seller's authorized representative. 2. PRICE ADJUSTMENTS. If shipment is delayed for any reason by Purchaser, Seller may adjust prices based on prevailing conditions and add all costs caused by the delay. Seller may store the products at which time the risk of loss shall pass to Purchaser and all storage expenses shall be paid by Purchaser. 3. TAXES. Prices quoted do not Include any property, sales, use or other taxes levied on the equipment, services, or this agreement. Purchaser shall pay for such taxes unless Purchaser furnishes a proper tax exemption certificate. 4. TERMS OF PAYMENT. A. All invoices are due 15 days from Invoice, and payable in U.S. funds, free of any exchange or other charges. B. Purchaser shall, without formal notice, be liable for interest on past due amounts at 3% over the prime rate. C. All shipments shall be subject to the ongoing approval of Sellers Credit Department. 5. DELIVERY. Seller shall, after consulting Purchaser, deliver products F.O.B. point of shipment, with freight invoiced to Purchaser. For any shipment, Purchaser must unpack Immediately and if damage is discovered must: a) not remove product from point of examination unless necessary to protect the product; b) retain shipping container and packing material; c) notify carrier's agency to make inspection; d) send Seller's copy of carrier's inspection report; and e) take necessary steps to protect the equipment from any damage. In no event is Seller liable for any claims or damages if these steps are not followed. 6. CHANGE ORDER. If Purchaser requests changes in the scope of work, Seller shall review the request and notify Purchaser of the effect on price, delivery, performance, and other contract terms by Seller under the order or contact. All Change Orders shall state the adjustment to scope of work, contract price, and other relevant terms. No change shall bind Seller unless made in writing and signed by Sellers authorized representative. 7.. DELAY. Seller shall not be liable for delays due to causes beyond its control, including without limitation, acts or omissions of Purchaser, acts of God, Government regulations, fires, strikes, floods, riot, war, embargoes, transportation delays, or inability to obtain labor, materials, or manufacturing facilities despite diligent efforts. In no event shall the contract be canceled by Purchaser, due to delays or any other cause, except by written agreement (see Termination paragraph 13). No damages for late shipment may be assessed against Seller. 8. WARRANTIES. Seller warrants the equipment and services of its own manufacture against defects in material and workmanship for one year' from delivery or, if installed by Seller, for one year' from installation of equipment/performance of services or portions thereof but not to exceed eighteen months' from shipment, provided Purchaser must give Seller immediate written notice upon discovery of the defect and immediately ceases use of equipment to prevent further damage. Seller's obligation is limited to furnishing a repaired or replacement part or, at its option, to repairing the defective part F.O.B. Seller's plant. Purchaser shall pay cost of field labor. This warranty excludes equipment or services damaged due to: abuse: accident; alteration or repair by anyone other than Seller's authorized representatives; Improper storage; misuse; improper maintenance; failure to observe instructions; improper or unauthorized access or use; hacker or cracker intrusion or disruption; distributed denial of service attacks; computer viruses or worms; loss, theft, misuse, alteration or corruption of data, programs or information; failure of network security; or other acts, omissions, torts or crimes. Seller reserves the right to investigate claims by Purchaser as to defects. Buyer shall pay costs to investigate invalid claims and for any repair or replacement shown by investigation not to be covered by warranty. Products supplied but not manufactured by Seller shall be subject only to the warranty extended by the original manufacturer. THE WARRANTIES SET FORTH IN THIS PROVISION ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES WHETHER STATUTORY, EXPRESS OR, IMPLIED (INCLUDING ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OR TRADE), EXCEPT OF TITLE AND AGAINST PATENT INFRINGEMENT. `or such period as required by specifications 1 of 2 rev: January 19, 2010 25C-7 9. LIMITATION OF LIABILITY. IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING IN ANY WAY WHATSOEVER. Seller, its contractors and suppliers of any tier, shall not be liable In contract, tort or otherwise for damage to or loss of other property or equipment or systems, cost of capital, cost of replacement power or equipment, increased operating expenses, delay damages, or claims of Purchasers customers no matter how caused, including if caused by: abuse; accident; alteration or repair by anyone other than Sellers authorized representatives; improper storage; misuse; improper maintenance; failure to observe instructions; improper or unauthorized access or use; hacker or cracker intrusion or disruption; distributed denial of service attacks; computer viruses or worms; loss, theft, misuse, alteration or corruption of data, programs or Information; failure of network security; or other acts, omissions, torts or crimes. Purchasers remedles stated herein are exclusive and the Seller's liability with respect to any contract, or the performance or breach thereof, relating in any way to any work or equipment covered by this contract, whether In contract, tort, or otherwise shall not exceed the price of the particular equipment or part or service for which such liability is claimed. This provision shall survive termination of the contract. 10. PATENT OR COPYRIGHT INFRINGEMENT. Subject to the following provisions, Seller shall, at its own expense, defend or at its option settle any claim, suit, or proceeding ("Claim°) brought against Purchaser, so far as based on an allegation that any goods, material, equipment, device, computer program, or article, or any part thereof (hereinafter "Product") furnished hereunder constitutes a direct or contributory Infringement of any claim of any U.S. patent or copyright. The obligation shall be effective only if Purchaser has made all payments due, notifies Seller promptly in writing, and gives Information and assistance for the defense of the Claim. Seller shall pay all damages and costs awarded in defending such claim. If the Product furnished becomes the subject for any Claim for infringement of any U.S. patent or copyright, or if adjudication states that such Product infringes any U.S. patent or copyright, or if the use or sale of the Product is enjoined, Seller shall at Its option and expense either a) procure for the Purchaser the right to continue using the Product; or b) replace it with a non-infringing product; or c) modify it so it becomes non- infringing; or d) remove it and refund the purchase price and the transportation and installation costs thereof. The foregoing indemnity does not apply to patented processes performed by or with the aid of the Product, or another product produced thereby, products supplied according to a design required by Purchaser and other than Seller, combination of the Product with another product not furnished hereunder unless Seller is a contributory infringer, or any settlements of a Claim made without Sellers written consent. The foregoing states the Sellers entire liability with respect to patent or copyright infringement by said Product. This provision shall survive the termination of the contract. 11. TECHNICAL DOCUMENTS. Unless certified as binding, technical documents shall serve as an approximation only. Seller reserves the right to make any necessary alterations. Technical documents bearing proprietary notices shall be held in confidence by Purchaser, shall remain Sellers exclusive property, and shall not be copied or disclosed to other persons without Sellers written consent. 12. TERMINATION OR CANCELLATION. Contracts shall not be terminated or canceled without Sellers written consent. If Seller accepts cancellation, Purchaser agrees to pay without delay the full contract price for all completed work, suitable charges for unfinished work (including actual expenditures plus overhead charges) and all other reasonable termination costs. 13. TITLEIRISK OF LOSS. The Product sold shall remain Sellers personal property until fully paid. The Purchaser agrees to perform all acts necessary to protect and assure retention of title to such Product by Seller until Purchaser has made full payment. Risk of loss of any part of the Product shall pass to the Purchaser upon delivery at the designated delivery (F.O.B.) point. 14. SOFTWARE LICENSES. Any software supplied as part of this order shall remain the property of the Seller or its Licensors. Purchaser agrees to execute a license or sublicense agreement, as applicable, prior to delivery of any software or software documentation. 15. INSURANCE. Unless additional coverage or limits are provided for by specification, Seller agrees at all times during the performance of its work to maintain in force Insurance as follows: A. Statutory Workers Compensation In all states includes employers liability subject to a limit of $1,000,000 each accident. B. Comprehensive Automobile Liability: Combined Single Limit: $1,000,000 C. Comprehensive General Liability: General Aggregate $2,000,000 Products-Comp/OP Aggregate $2,000,000 Personal & Adv. Injuries $1,000,000 Each Occurrence $1,000,000 Fire Damage $50 OOO Medical Expense an one person) $5000 2of2 rev: January 19, 2010 25C-8 EXHIBIT A-2 SCOPE OF SERVICES Reference: City of Santa Water SCADA System Maintenance and Service Transdyn, Inc., Project #107358 (5985) Subject: Task Order RFQ, MDS Radios & Onsite Troubleshooting We herein submit our proposal in the amount of $15,117.00 to perform the following additional work: Work Included: • Provision of Six (6) GE MDS iNETII-AP/DG iNETII 900 Access Point/Remote Dual Gateway radios - provide both serial and Ethernet connections, and are configurable as an Access Points or Remote Dual Gateways, 1 Mbps, 902-928 MHz, AES-128 Encryption. • Two days onsite radio configuration training and communication troubleshooting at the West Reservoir/Pump Station. Any onsite time and expenses in addition to the two days included will be billed at our published Professional and Support Services rates (copy attached). • Associated material procurement, travel expenses, freight, project administration and applicable sales tax. Work Not Included: • Any installation of provided spare parts. 25C-9 25C-10 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: CLERK OF COUNCIL USE ONLY: DECEMBER 19, 2011 TITLE: APPROVED ? As Recommended AGREEMENT WITH ORANGE COUNTY ? As Amended 1st AUTO PARTS FOR AN INTEGRATED El Ordinance on Reading El Ordinance on 2n "d Reading BUSINESS SOLUTION FOR AUTO PARTS ? Implementing Resolution ? Set Public Hearing For _J CONTINUED TO FILE NUMBER CITY MANAGER RECOMMENDED ACTION Authorize the City Manager and the Clerk of Council to execute an agreement with Orange County Auto Parts for auto parts Integrated Business Solution, for a three year period and can be extended for up to three successive one-year terms, in an annual amount of $450,000, subject to non-substantive changes approved by the City Manager and City Attorney. DISCUSSION Facilities, Fleet and Central Stores (FMCS) Division of the Finance and Management service Agency maintains over 753 active fleet vehicles covering both sedans, small trucks and large equipment at the Corporate Yard. Fleet maintains a stock room of fast moving parts as well as special ordered Original Equipment Manufacturer (OEM) parts to provide the needed vehicle parts for maintenance including routine preventative maintenance, complex mechanical repairs and tire replacements. Vehicles serviced include Police patrol sedans as well as all light equipment and vehicles and heavy equipment, including sewer and dump trucks. The Integrated Business Solution (IBS) program offered by Genuine Parts Company, dba NAPA is administered by the local authorized NAPA Santa Ana dealer, Western Division Jobber, Orange County Auto Parts dba OCAP and will modernize the Fleet parts operation with emphasis on improving the quality of service and reducing operational costs. The program will provide a consignment inventory of vehicle parts, reduce obsolete parts and shrinkage costs as well as enhance the efficiency of the parts room management. A turnkey solution will allow FMCS to streamline administrative procedures, review and approve a standard Orange County Auto Parts invoice, and issue one monthly check. NAPA (IBS) system can provide professional quality parts and services to manage a complex fleet of diverse ranges of equipment. Throughout the years, the City has maintained a relationship with NAPA. NAPA provides the highest quality of auto part at competitive prices. NAPA (IBS) program is unique; no other company can provide the same commitment that meets the criteria for services and parts. 25D-1 Agreement with Orange County Auto Parts for Integrated Business Solutions for Auto Parts December 19, 2011 Page 2 There are many advantages to implementing the (IBS) system for parts and services: • NAPA would purchase back all current existing supplies and write a check or provide store credit to the City to correct inventory. • NAPA would provide Fleet management with support staff who would manage inventory and supplies, thereby, allowing opportunities to reorganize the operation, reduce cost, and devote staff time towards more complex responsibilities. • Purchasing in volume from one source reduces the cost of parts and supplies. • Furthermore, this program would streamline the Purchasing and Accounts Payable Division from writing multiple contacts for parts, supplies and services and reduce purchase orders and invoices. Santa Ana City Ordinance No. NS-2312 authorizes the City to purchase against contracts from any public agency utilizing a competitive bid process. The National Joint Powers Alliance (NJPA) contract for vehicle parts from Genuine Parts Company (NAPA Auto Parts) was awarded as a result of open, competitive bidding and meets the City's requirements. FISCAL IMPACT Funds are available in the Equipment Maintenance - Garage Operation Account (no. 07510100- 63202). APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance/Management Services Agency km 25D-2 AGREEMENT FOR PROVISION OF AUTO PARTS ON CONSIGNMENT BASIS This Consignment Agreement ("Agreement") is made and entered into this first day of , 2011, (the "Effective Date") by and between The City of Santa Ana ("City"), with its principal place of business located at 20 Civic Center Plaza, Santa Ana, CA 92702 and Orange County Auto Parts, , a California corporation, with its principal place of business located at 515 E First St., Santa Ana, California, 92701 ("OCAP"). WITNESSETH WHEREAS, the National Joint Powers Alliance (NJPA) issued Request for Proposal #010511- GPC - "Vehicle Maintenance and Repair With Related Equipment, Supplies and Services", dated January 5, 2011 (hereinafter "RFP"); WHEREAS, Genuine Parts Company, dba NAPA was a successful proposer and was awarded a contract to supply vehicle equipment, supplies and services pursuant to said RFP, (hereinafter "NJPA Agreement"); WHEREAS, OCAP is the Western Division Jobber of Genuine Parts Company, dba OCAP; WHEREAS, City desires to retain a contractor having the special skill and knowledge in supplying vehicle equipment, supplies and services, WHEREAS, OCAP is able and willing to provide such vehicle supply 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. TERM. The term of this Agreement shall commence on , and terminate June 30, 2014, unless terminated earlier in accordance with Section , herein. The term may be extended for up to three successive one-year terms upon the mutual consent of the parties. 2. OCAP RESPONSIBILITIES a. OCAP agrees to sell City stocking NAPA-branded products and non-NAPA branded products (the "Stocking Products.") • These are specifically defined in Exhibit 1, "Scope of Services," with pricing as specified in NJPA Agreement. • Pricing is more specifically defined in Exhibit 2, the NJPA/NAPA "Pricing Profile Report". • Exhibit 2a clearly defines line and group codes associated with NJPA/NAPA pricing. • Exhibit 3 defines the pricing schedule for buyouts and outsourced products/serv ices • all attached hereto and incorporated by reference. 25D-3 b. Consignment Program. OCAP shall purchase the current "hard part" stocking product located in City locations at book value of the inventory adjusted for obsolescence, shrinkage and other factors agreed upon between the parties and not to exceed OCAP's cost basis. Said purchase shall result in a "store credit" rather than a cash payment. OCAP shall replace such inventory with mutually agreed upon quantities for the initial consigned Stocking Product assortment. The initial stock may be later amended by the parties' mutual agreement. City shall acknowledge the receipt and financial responsibility upon delivery of Stocking Products. These Stocking Products shall be paid for by city upon usage following normal established billing procedures. c. With the exception of mutual consignment adjustments to the initial Stocking Product Assortment, OCAP shall with each delivery, provide an invoice listing parts delivered, City returns, and unit prices. Said invoices shall be listed on the monthly statement. Stock returns/refunds will be handled through internal debit/credit memos. d. OCAP shall provide ProLink to City location at no charge, and shall provie..e displays and assortment cabinets at no charge. OCAP shall also provide manufacturer's training and out-sourced training for a mutually agreed upon fee. 3. CITY RESPONSIBILITIES a. City shall designate OCAP its stocking vendor for all hard parts "Stocking Products", and agrees that OCAP shall be City's first call for non-stocking, car down ("Hot Shot Product") purchases. b. City agrees to hold Stocking Products in a designated location, bearing all risk for danger, loss, and local taxes. The Stocking Products shall be replenished on a weekly basis or as often as necessary to maintain the inventory at initial stock level, as adjusted by mutual agreement of the parties. Prices on individual products are subject to change, as manufacturer prices change. A physical inventory with both parties present shall be performed every quarter on the stock assortment of Stocking Products, and any missing or damaged inventory shall be billed to City and shall appear on a monthly statement. Overages will be credited to City. The inventory process is attached hereto as Exhibit 2. 4. PAYMENT TERMS. Payment for Stocking Products and all other purchases will be consolidated on a monthly statement and presented for payment within two days after the close of the month and will be paid in full at net 25 ( 25 days after the close of the month In the event any statement has not been paid as of such date, OCAP shall impose a finance charge of 1.5% per month. 5. WARRANTY. All automotive parts supplied pursuant to this Agreement are subject to the terms of written warranties provided by the manufacturer of each part, and OCAP shall use reasonable commercial efforts to assist the City in processing all warranty claims that the City may have against a manufacturer. The manufacturer's warranty will be the sole and exclusive remedy of the City in connection with any claims concerning the parts supplied to the City pursuant to this contract. ALL OTHER WARRANTIES, BOTH EXPRESS AND IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE HERBY EXCLUDED. Copies of the manufacturers' 25D-4 warranties are available to the City upon request. Further, OCAP shall honor City's written warranties, attached hereto as Exhibit 3. 6. INDEMNIFICATION a. City shall indemnify and hold OCAP harmless from and against all damages, claims or demands that may, during the term of this Agreement, arise or be occasioned by the negligent or intentional acts of City or City employees. b. OCAP shall indemnify and hold Customer harmless from and against all damages, claims or demands that may, during the term of this Agreement arise or be occasioned by the negligent or intentional acts of OCAP or OCAP's employees. 7. INSURANCE a. City, at its sole cost and expense, shall obtain, maintain and pay for insurance against the loss, theft or damage to the Stocking Products for the full replacement value thereof. Said insurance shall name OCAP as additional insured and loss payee. b. Prior to undertaking performance of work under this Agreement, OCAP shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: i. 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. ii. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, OCAP 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, OCAP agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. 8. TERMINATION Either party may terminate this Agreement, upon 60 days prior written notice to the other party. This Agreement may be terminated immediately by either party for the following causes: (i) in the event that the other party fails or refuses to pay any amounts due under this Agreement and such failure continues for ten (10) days; (ii) in the event that the other party fails or refuses to perform any obligations required under this Agreement, and such failure or refusal continues for sixty(60) days after written notice thereof, and (iii) in the event that the other party files a bankruptcy petition, has a bankruptcy petition filed against it, makes any assignment of its assets for the benefit of creditors, or admits in writing it's inability to pay its debts as they become due. 9. EFFECT OF TERMINATION OR EXPIRATION Immediately upon the expiration or termination of this Agreement by either part3 for any reason: (i) all duties, responsibilities and other obligations of each party hereunder shall terminate, except for the payment of any amounts due and owing to either party at the time of termination; (ii) each party shall immediately return to the other party all equipment, software, books, records, tools and any other personal property owned by the other party that are in such party's possession. If either party fails to return such Property, the other party shall be entitled to enter into the withholding party's property to remove all equipment and other items of personal 25D-5 property owned by such entering party without being deemed guilty of trespass or any other violation of the law; and (iii) City shall purchase all non NAPA branded Stocking Products owned by OCAP and located at City property at City's acquisition cost (list price minus applicable percentage discount). 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 first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714- 647-6956 With courtesy copy to: FMSA- Fleet Division City of Santa Ana 215 S. Center St. Santa Ana, CA 92703 Fax 714-647-3539 To Consultant: Orange County Auto Parts Mark Akoubian 515 E. First Street Santa Ana, CA 92701 Fax 714-547-0981 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, anc 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. 11. CONFIDENTIALITY City and OCAP may, from time to time, acquire or otherwise receive confidential or proprietary information concerning the other party's products, pricing, business affairs and practices. In consideration of the confidential and proprietary nature of this information, each party agrees, subject to the Freedom of Information Act (FOIA) and the California Public Records Act (CPRA), as follows: (a) All information marked "confidential" or "proprietary" received from the other party shall be regarded by the receiving party, its employees and agents as strictly confidential and will not be disclosed to any third parties or to any of the other affiliates of the receiving party, except as required by law. 25D-6 (b) Each party agrees to utilize any information provided by the other party only for the purposes of carrying out this Agreement and further acknowledges that it will not utilize any information provided by the other party for any other purpose including but not limited to directly or indirectly competing with the other party or otherwise assisting another person or entity in doing the same. (c) Within three (3) business days of the termination of this agreement all confidential or proprietary information relating to the other party's products, pricing, business affairs or practices shall be returned to such other party. (d) All confidentiality obligations hereunder shall continue in full force and effect during the term of this Agreement, and after termination: (a) in the case of confidential information that constitutes a trade secret under applicable law, for as long as such confidential information remains a trade secret; or (b) in the case of any other confidential information, for term of ten (10) years, except as otherwise determined by law. Each Party agrees that money damages will not be sufficient remedy for a breach of this Section and that, in addition to all other remedies available at law or in equity, each party shall be entitled to equitable relief, including injunction or specific performance, without proof of actual damages. 12. NO LIENS (a) The Parties agree that OCAP retains ownership of all Stocking Product. Title to any item of Stocking Product shall not pass to City until such time as City uses that item in the performance of service. City warrants that it shall take no action, including but not limited to the granting of a security interest, or fail to take any action, which would operate or does operate in any way to encumber the inventory of OCAP located at the City locations. (b) City agrees to execute documentation reasonably requested by OCAP and required to protect OCAP's interest in inventory held at City locations. (c) To the extent permitted by applicable law, City authorizes OCAP to file any and all documents necessary to perfect OCAP's title to the Stocking Product. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and OCAP, 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 OCAP. 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 OCAP or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 25D-7 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of OCAP, OCAP may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 15. VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 16. PROFESSIONAL LICENSES OCAP 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. OCAP shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 17. MISCELLANEOUS a. This Agreement shall be construed and interpreted under the laws of The State of California without giving effect to the provisions thereof relating to conflicts of law. b. No failure of either party hereto to exercise any power given such party hereunder or to insist upon strict compliance by the other party to its obligations hereunder, and no custom or practice of the parties in variance with the terms hereof, shall constitute a waiver of either party's right to demand exact compliance with the terms hereof. c. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. d. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agr eement.This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute but one and the same instrument. 25D-8 IN WITNESS WHEROF, the parties hereto cause their hands and seals to be affixed by their duly-authorized representative effective as of the date and year first above written. Orange County Auto Parts Co Inc. City of Santa Ana By: By: Name: Jim Akoubian Name: Paul M. Walters Title: President Title: Interim City Manager Attest: Maria D. Huizar Clerk of the Council Recommended for Approval: Francisco Gutierrez Executive Director - FMSA Approved as to Form: Joseph Straka Interim City Attorney Laura Sheedy Assistant City Attorney 25D-9 25D-10 EXHIBIT 1 A. SCOPE OF SERVICES OCAP shall supply parts and shop supplies necessary to maintain, repair and operate the City's fleet of vehicles and equipment including, but not limited to, a full line of lite and heavy duty equipment parts, Original Equipment Manufacturer (OEM) parts, small engine parts, hydraulic hoses, fasteners, tires, steel, welding supplies, safety supplies, chemicals, equipment, and all fluids associated with automotive vehicles (i.e. lubricants, antifreeze, brake fluids, etc.). OCAP shall be the primary supplier of the parts and supplies purchased by the City under this agreement. OCAP, where prudent will utilize any relevant or existing contracts designed specifically for government entities. The City also reserves the right to direct OCAP to purchase parts from any vendor selected by the City pursuant to its purchasing process. OCAP is entitled to the pricings set forth on Exhibit 2, 2a, and 3 for all NAPA and NON-NAPA (buyout) products, parts and supplies. Additionally, OCAP, at no additional cost to CITY, shall provide and make avarolable to the City the following training and information opportunities: 1) training (both classroom and hands-on) through NAPA's manufacturers' representatives and factory training instructors; 2) access to over 95 DVD training programs, 80 manufacturer clinics, and 46 toll-free tech service numbers; and 3) trained national, regional, and local factory representatives who offer personal service and assistance as needed. j 25D-11 i 25D-12 EXHIBIT 2 PRICING PROFILE REPORT 8/23/11 25D-13 O ~ O N U K IL m a d 0 z ~ d W 0 c m rn m m ~ rn c c m O T O O O O O O O O O O O O O O O O O O O O O O O O O O O a' Y- Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z CL O O O 0 O N O 0 0 y 0 O 0 O y 0 O d m y y O 0 O 0 0 0 a z Z Z> z> z z z > z z z> z Z } } > z Z Z z z c o °o 0 0 0 0 0 u o ~ d a c Y > > a N 7 Z 0 0 O d a > t O ~ C m a > > a O m v 0 7 ° N O [ U CL Q U x w d IL` C 04 IL o M n 7 U m O a N) N V N M M 0 LO O O N ' O .n- M a c~ O m m Y Y O a a o o a Y f a m H F a a a a °a a a¢ a a a a¢ a a a m m m m m m m m m m m c d 0 a y c v 0 a d CL a o 0 Y V7 U' U K H v c m O c F- o ~ Q a Q Q m W IL 0 c a o Z 0 z .2 CL` o E 0 N f~D d d j/~ N O : 7 r U ol 0. Z m 25D-14 I~I O N O N U K a m a m 0 z 9 N W e 0 c m m A m ~ rn A v c y T O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O d' F Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z O. 0 O O 0 O O O O O O O O O O O O O O O 0 O O O O O O O 0 O O O O K > Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z T Z Z Z Z C m V d CL v _ ° O O N d N 0: U d K L - - - - - - - - - - - - O Ol C y I rn > > o ° m c ° fn O 7 a < ° U I I w d a r a C LO O O O O m O M m ID C- W O N CO O O O O 0 N m tf co T O O t~ 7 U 0 It O W O O N M M M m M s{ - W 10 M m m v g v N T b O N C) M V V 10 0 0 l0 0 l0 N ~0 l0 W C` W N W W 00 W CA CL 0 d q C Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y O w 2 m J m m m m m m m m m m m m m m m m m m m m m m m m m m m m Cq MMM I 6 C1 d 7 h d d I 4 a O a o` ° Y y ~ v v c a O c 7 ° ~ Q a Q Q a v co Q d 'u_ ° z o L o E O N N O d d ~ w o E U o es a z 25D-15 o ^ 0 rv U K a m IL m 0 z r m w A 0 c_ m m m GG ~ m c c y O T O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O R' H Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z O. 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M C? ch a v _ r > ? CL N 0 7 m m C LT c a - m m T° a m > > a r m V u > > N ° a Q n U K w m a` c m a j0 m G O N V m O O O O m O O N O N O O O O O O N C O .N-- a Ln r N N m V O N N w I O O O 7 a N U c d S S 2 2 2 2 2 ° U F- O LL U U U U U U F X J J J J J J J J J J J J J J J _J O W W W W W W W W LL LL LL U. li LL LL LL LL LL LL li LL LL LL U. LL LL f) _ a m ° a U a m N r ~ m CL a o Y h 0 U C H r c eo O c o ~ Q a Q Q I N Q d V a m E 0 N 10 m d 0 o a ~ N $ c E v 0 Ooi a Z 25D-17 O N O N U a of A a m 0 z v d c m W p C d ~ A m ° C V C y O a O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O: H Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z O. O O O O O O O O O O O y O O O O o o O O O O d O O O d O N O y O 0! 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N tD y d ry~ N °o o E U o e°, a` i 25D-18 o iO 0 N U IL rn CL m 0 z v m w p _c m m R m ? m c fl c m O T O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O C' F Z Z z z z z z z z z z z z Z Z z z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z CL N o 0 0 o N d o 0 0 0 N o 0 0 0 0 0 0 0 0 0 o a~ o o O o 0 r z z z z r r z z z z r z z z z z z z z z z z r z z z z z ffi ~ o 0 0 °o o u V N O th IL o _ r > > O O O N ~ N ~ U m R L O ~ c m a` - m a w a N 0 Y 7 O_ Q N U x w m a` r m a pp tt++~~ 7 V 7 l0 ~ (p N O O OD Op N O V 1~ ? a` m v O a a a Y v LL v o o w n c o LL U) w LL LL LL z z O O a a a Q a n n (q y J Z z z Z z z z z z z z z z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z c m ? .c H S m ? o: m a Q ~ a o` 0 Y in (7 U K F v c m O c ~ o f Q a r Q 3 u o z ? a E O N N O m d ~ o E U 0 0~ a z 25D-19 o 0 N U a m A a m 0 z v m w` c_ d m A 00 ~ o+ c r c y o T o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 C H z z z z z z z z z z z z z z z z z z z z z z z z z z z z Z z z z a 0)i N 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Y Y z z z z z z z z z z z z Y z z z z z z z z z z z z z z z z 2 C 0 o o a o 0 0 0 V (h M N M In N 6 In 6 0 a c y m d tp Z - - - C7 - - - - > > - - - - - 7 O a c d a ~ m a of 3 a ° m c p a VJ D U V 7 Y a Q l x w m a Y a A d a o 0 0 0 0 0 0 0 0 0 N V 7p 01 V N M O to a` CL M x x a s x z - a m p w p J z z z z z z z z z z z o a a a a a a a a a a a U=. a a M mu) a a O a d 0 a N a d 0 U a d CL a 0 o Y to U' U 7 H r c a O c o g Q c Q Q m c N Q d 'V ° z ° a E O N ° N tp y d y c c E v 0 m a z 25D-20 o °D 0 N V a m a d 0 z ~ d c m w p c m m A CD p m c v c y O T O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O C' r Z Z Z Z Z Z Z Z Z Z Z z z Z Z Z z z Z Z Z Z Z Z Z Z Z Z Z Z Z Z CL a Z } } Z Z Z z Z Z Z z Z Z z z Z Z z } Z z z Z } z z } Z Z z z Z c m u 0. a r _ c A > > - p O ~ c m a - ~ e a CL N O v V O CL Q N U x w d a` C A IL u a U) O H p M a` d Q> > Q> °LL o x = z a a a 4a r} ¢ v w w u LL = W M) a ° a U a d p y a 0 r ~ m CL a o 0 Y N U U 7 K r c R O c F- C ~ Q a Q Q u C N Q d . z O ° p it o E O N r N 1 O N J N g c E v 0 0 °i a` z 25D-21 0 N U K IL rn ° CL d 0 z v d w A ° S d O1 and ° a c v c d O O O O O O O O O O O O O O 0 O O O O OF T Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Q. 0 0 0 0 o 0 N 0 0 0 o 0 o O o 0 o O D: Z Z Z Z z } > } Y Y Z z Z Z Z Z Z z c °o o° °o t~ U? I? n a r _ z °a N d d m r c r d N a to f Z - - - - - - - - - . . . W - O O ~ w C C d a N e O V c 'o H y o d a n u x c v E = v - o. Q ~ w ~ A y 0 O o IS C T j N H V hL d « m x p d C O i C q d L o a d N ° «O A U V 0 a a u d m c d i a o m 0 o o d c d ~ a _ d 0 •c O N N N N N N J w O C 7 d 7 0 "a 3 CL CL a J v _ ° a a a a a a ¢ U) x J a ° a a c a X m m > > > > > > > > 3 3 3 3 3 3 d 1° qu d d C d C L y Y d « d 2 0 o d d ° $ a ~ d VJ u y A c d m ~ a = a 5 d s w u m 0. 'y p d ua a 0x m Q d i 9 E m e a n 0 0` o d o a «'u r m y fq C7 c « Q x ° %Lq, A y U r`o N E « 0: c Z S 7 r u Y O p p o d O .d+ y a y LL ` C A y d 0 + ° K w w ~ Q a « Q Q 0 S 0 o_ z ° a o o ~ ` ro E o o ° ° v «N'i o d a z z W N O l1 C t co ° a z 25D-22 a W « Exhibit 2a Date 08/24/11 Line Abbreviation Group Code Description AC 10 RESISTOR AC 20 NON-RESISTOR AC 40 NON-AUTOMOTIVE AC 50 GLOW PLUGS AC 60 PLATINUM ACK 20 REMAN COMPRESR ACK 25 NEW COMPRESSORS ACK 30 NCC COMPRESSORS ACK 35 NCC COMPRESSORS ACK 40 DAC REM COMPRES ACK 45 DAC NEW COMPRES ACK 50 DEN REM COMPRES ACK 55 DEN NEW COMPRES ACK 60 COLD PWR AC KIT ACK 65 VIS NEW COMPRES ADO 10 BRAKE PADS ADO 140 ACC&PROMOITEM AIC 10 LUBRICANTS AIC 40 CHEMICALS AMM 5 EQUIPMENT AMM 10 ACCESSORIES APD 25 NAPA RADIATORS APD 30 CHRGD AIR COOLR APD 40 NAPA CONDENSERS APD 140 PROMO/POP ASP 10 COPPER CORE ASP 20 NON-RESISTOR ASP 30 SHOPPACKS ASP 35 SPECIALTY AUTO ASP 40 SMALL ENGINE ASP 45 PREM SML ENG ASP 50 GLOW PLUGS ASP 60 SINGLE PLATINUM ASP 61 DBL PLATINUM ASP 65 IRIDIUM PLUGS ASP 70 IND & AGRCRL ASP 140 ASRT/DSP/TL/EQP ATK 10 ATK REMAN ENGIN ATM 10 A/C HEATING ATM 15 BODY/SAFETY ATM 19 ABS SNSRS&COMP ATM 20 BRK HRD & MISC ATM 21 BRAKE CABLES ATM 22 BRAKE HYD-MISC ATM 23 BRK HOSE & LINE ATM 24 BRKE MASTER CYL ATM 25 BRAKE WHEEL CYL ATM 26 BRAKE CALPR NEW ATM 27 BRK CALIPRS-REM ATM 28 BRAKE ROTORS ATM 29 BRAKE DRUMS ATM 30 BRK PAD SENSR ATM 31 PADS-SANGSIN ATM 32 PADS-JURID ATM 33 PADS-NISSINS 1 of 36 25D-23 Exhibit 2a Date 08/24/11 Line Abbreviation Group Code Description ATM 34 BRAKE-PAGID ATM 35 BRK PAD TEXTAR ATM 36 BRK PAD-AKEBONO ATM 37 BRK PAD-ADVICS ATM 38 BRAKE PADS-PBR ATM 39 BRAKE SHOES ATM 40 GASKETS -MISC ATM 41 GASKETS - HEAD ATM 42 GASKETS - VALVE ATM 43 GASKTS-MANIFOLD ATM 44 GASKETS-OIL PAN ATM 45 GASKET ST OVRHD ATM 46 GASKET SET-HEAD ATM 47 GSKT SET-CONVSN ATM 48 GSKT SET -TIMNG ATM 50 COOL SYSTEM ATM 51 RADIATRS ATM 52 BELTS ATM 53 WATER PUMPS ATM 54 FAN CLUTCHES ATM 55 DRIVE BELT ATM 56 RADIATOR HOSES ATM 57 MISC COOL HSE ATM 58 THERMOSTATS ATM 60 DRIVE TRAIN ATM 61 CLUTCH CABLES ATM 62 CLUTCH KITS ATM 63 CLUTCH HYDRAULI ATM 64 CLUTCH COMP ATM 70 INTERNAL ENGINE ATM 71 OIL SEALS ATM 72 MOUNTS ATM 73 OIL PUMPS ATM 74 TIMING BELTS ATM 75 TIMING CHAINS ATM 76 TIMING COMP ATM 77 TIMING KITS ATM 78 TIMNG BELT/TENS ATM 80 EXHAUST ATM 81 MUFFLERS ATM 82 PIPES ATM 83 CAT COVERTERS ATM 90 FUEL & EMISSION ATM 91 FUEL PUMPS ATM 100 STARTERS & ALT ATM 101 MISC ELECTRICAL ATM 110 STEERING & SUSP ATM 111 BALL JOINTS ATM 112 CONTROL ARMS ATM 113 TIE RODS-ENDS ATM 114 SHOCKS & STRUTS ATM 115 SWAY BARS ATM 116 BUSHING ATM 117 COIL SPRINGS ATM 118 SHOCK/STRT MNTS 2 of 36 25D-24 Exhibit 2a Date 08/24/11 Line Abbreviation Group Code Description ATM 119 KYB RIDE CNTRL ATM 120 SNSRS/SWTCH/RLY ATM 130 TUNE-UP ATM 131 WIRE SETS ATM 132 IGNITION COILS ATM 133 DISTRBTOR CAPS ATM 134 IGNITION ROTORS ATM 140 WHEEL BEARINGS ATM 141 WHEEL HUBS ATM 142 WHEEL SEALS ATM 149 WHEEL PARTS ATM 150 SALES AIDS ATM 160 FILTERS ATM 161 AIR FILTERS ATM 162 CABIN A/FILTER ATM 163 FUEL FILTERS ATM 164 OIL FILTERS ATM 165 MANN FILTERS ATM 200 U8 BRK DRM/ROTR ATM 205 U8 BRK PAD/SHOE ATM 210 U8 CLUTCH KITS ATM 215 U8 DRIVE AXLES ATM 220 U8 AIR FILTERS ATM 225 U8 CABIN FILTER ATM 230 U8 FUEL FILTERS ATM 235 U8 OIL FILTERS ATM 240 U8 FUEL PUMPS ATM 245 U8 GASKETS ATM 250 U8 INTERNAL ENG ATM 255 U8 RADIATORS ATM 257 U8 BALL JOINTS ATM 258 U8 CONTROL ARMS ATM 259 U8 TIE RODS/END ATM 260 U8 SHOCK&STRUTS ATM 261 SWAY BARS/LINKS ATM 265 U8 WATER PUMPS ATM 270 U8 WIRE SETS ATP 25 AUTO TRANS PTS ATP 30 OIL SEALS ATP 40 FILTER KITS ATP 45 FIL KIT-FL PCKS ATP 50 OVERHAUL KITS BA 10 ENGINE PARTS BA 20 VALVE TRAIN BA 30 GASKETS BA 40 FILTERS BA 50 BRGS SEALS BA 60 CLUTCH XMISS PT BA 70 HYD BRAKE PTS BA 80 BRAKE HDW BA 90 CABLES BA 100 STEERING D T BA 110 STEERING DAMPER BA 120 EMISSIONS BA 130 HTG COOLING 3 of 36 25D-25 Exhibit 2a Date 08/24/11 Line Abbreviation Group Code Description BA 140 HOSES STATS BA 150 FUEL SYSTEMS BA 160 CARBURETOR PTS BA 170 IGNITION BA 180 ELECTRICAL COMP BA 185 REMAN DISTRIBUT BA 186 REMAN ALTERNAT BA 187 REMAN STARTERS BA 190 WASH WIPERMTRS BA 200 FLASHERS RELAYS BA 210 BULBS LENSES BA 220 BENTLEY MANUALS BA 250 LUBE CHEM BA 260 TOOLS MISC BA 400 SALES AIDS BAT 5 ACID TEST RACKS BAT 6 BATTERY BAT 10 XDT SERIES BAT 15 4000 SERIES BAT 20 5000 SERIES BAT 25 6000 SERIES BAT 30 7000 SERIES-LEG BAT 35 LEGND PREMIUM BAT 40 8000 SERIES BAT 50 9000 SERIES BAT 60 GOLF CART BATTE BAT 65 OPTIMA BATTERY BAT 70 7000 SER-COMRCL BAT 75 SEALED LEAD BAT BAT 80 EXTM 108 SERIES BAT 85 AGM-FLAT PLATE BAX 5 ACID SALES AIDS BAX 10 XDT SERIES BAX 15 4000 SERIES BAX 20 5000 SERIES BAX 25 6000 SERIES BAX 30 7000-LEGEND BAX 35 NASCAR SELECT BAX 40 8000 SERIES BAX 50 9000 SERIES BAX 60 GOLF CART BAX 70 7000 COMMERCIAL BB 10 BARGAIN BUYS BB 15 AIR COMPRESSOR BB 20 TOOLS & EQUIP BEL 5 BELDEN BEL 7 SINGLE LEADS BEL 8 LEADS/NO REBATE BEL 10 WIRE SETS BEL 15 COIL BOOTS BEL 20 BOOST CABLE PTS BEL 30 BATTERY CABLES BEL 40 ASSTS/MERCH BEL 50 BULK CABLE BEL 60 BELDEN 4 of 36 25D-26 Exhibit 2a Date 08/24/11 Line Abbreviation- Group Code Description BEL 61 TREE ITEMS BEL 76 MOTORCYCLE PART BEL 90 TRUCK WIRES BK 15 AIR TUBES BK 20 AXLE NUTS BK 25 BODY HARDWARE BK 30 BRAKE REPAIR PT BK 35 H-D DRUMS BK 40 CLUTCH PTS BK 42 CYLINDER BOLTS BK 45 CONTROL CABLES BK 50 CORE HOLE PLUGS BK 60 ELECT FUEL PMPS BK 70 ENGINE HEATERS BK 75 H-D ENG HEATERS BK 80 GROMMETS BK 90 FLYWHEEL GEARS BK 99 BALKAMP BK 100 EXHAUST HOSE BK 110 HARMONIC SLEEVE BK 120 HEAT RISERS BK 130 HEATER CORES BK 140 HEATER VALVES BK 145 OIL PANS (OE) BK 160 PLAS LEN & LMP BK 165 H-D PLASTIC LEN BK 170 ENG/TRANS MOUNT BK 171 8XXX SERIES MTS BK 175 SHIFTERS BK 180 SHOCK MOUNTING BK 190 ELECTRIC MOTORS BK 192 BLOWER MOTORS BK 194 MISC H&C PRTS BK 195 RAD COOLING MTR BK 197 WINDOW LIFT MTR BK 200 SPRING U BOL BK 201 H-D TRUCK ITEMS BK 204 SPEEDI-SLEEVES BK 210 STARTER DRIVES BK 215 SPEEDOMETER CBL BK 220 VALVE SHIMS BK 230 WATER OUTLETS BK 240 WHEEL ATTACH PT BK 245 H-D ATTACH PTS BK 260 OE WIPER ARMS BK 270 AIR FRESHENERS BK 280 AIR DUCT HOSE BK 290 AG SUPPLIES BK 300 AUTO ANTENNAS BK 301 BALKAMP BK 310 SERVICE ITEMS BK 315 BOOSTER CABLES BK 320 BRAKE BLEEDING BK 330 RIVETING BK 335 CAR COVERS 5 of 36 25D-27 Exhibit 2a Date 08/24/11 Line Abbreviation Group Code Description BK 340 CHEMICALS-MISC BK 341 CHEMCAL CA CORE BK 342 CHEMICALS-LOCK BK 345 CHEMICALS-AERO BK 348 CHEMICALS-SIL BK 350 CIGARETTE LIGHT BK 360 CLEANING SUPPLS BK 380 CREEPERS BK 390 CUSTOM ACCS BK 392 CV BOOTS BK 393 BUG SHIELDS BK 395 DOOR HANDLES BK 400 DRAIN PLUGS BK 410 DROP CORDS BK 420 ELECTRICAL BK 425 ENGINE FANS BK 430 EXHAUST ADPTRS BK 435 EXHAUST HEDDERS BK 440 EXH MANIFOLDS BK 445 FBR/GLASSREPAIR BK 450 FIRE EXTING BK 460 FLASHLIGHT&BAT BK 465 4WD COMPONENTS BK 470 FLOOR MATS BK 472 FLUID LINES BK 475 FUEL CONTAINERS BK 477 FUEL REGULATORS BK 479 FUSSEES BK 480 FUSES BK 490 GAS\RAD\OIL CAP BK 500 GAS TANKS PTS BK 505 GENERAL SHOP BK 510 GLOVES BK 520 GREASING EQUIP BK 530 GRINDING WHEELS BK 533 EVERCRAFT AIR BK 535 EVERCRAFT HAND BK 536 EVERCRAFT SERVI BK 537 EVERCRAFT SETS BK 538 HEADLIGHT AIM BK 539 HARMONIC BAL BK 540 HELI-COIL BK 542 HELP-TREE ITEMS BK 543 HELP - NON TREE BK 545 H-D TRUCK ITEMS BK 550 HOISTS& WINCHES BK 555 HORNS BK 560 HOSE CLAMPS BK 562 HOSES,NOZ,REEL BK 565 INDUSTRIAL EQUI BK 570 INTAKE MANIFOLD BK 572 JACKS & RAMPS BK 580 LIGHT BULBS BK 585 LIGHT TRUCK ACC BK 587 MARINE ACCS 6 of 36 25D-28 Exhibit 2a Date 08/24/11 Line Abbreviation Group Code Description BK 588 MECHANIX WEAR BK 590 MERCHANDISING BK 595 JOBBER ASSORTS BK 597 MISC SERVICE BK 600 MIRRORS BK 610 MOPS & BROOMS BK 615 PWR SPORT BRAKE BK 620 POWR SPORT PART BK 625 BODY MOLDING BK 630 MUFFLER CLAMPS BK 635 O-RINGS BK 636 PBE CHEMICALS BK 637 PBE TOOLS BK 638 PBE PART SUPPL BK 640 PADLOCKS BK 641 PERFORMANCE PTS BK 642 ACCSSRY BLOWOUT BK 643 PIN STRIPING BK 645 POCKET KNIVES BK 650 PROPANE TORCHES BK 660 QUICK CONNECTS BK 680 CHILTON BK 681 HAYNES BK 683 REAR AXLE BK 685 REPAIR PARTS BK 686 IP CLUSTERS BK 688 REPAIR PARTS BK 690 ROPES BK 692 RUNNING BOARDS BK 695 SAFETY PRODUCTS BK 700 SEAT COVERS BK 710 SERVICE STATION BK 730 WELDING EQUIP BK 740 RADIOS BK 750 SPLASH GUARDS BK 760 SPOTLIGHTS BK 765 SPRAYERS BK 770 SPRING STABILIZ BK 780 BRAKE LINES BK 785 SUNGLASSES BK 788 SUSPENSION PTS BK 790 GAUGES BK 800 TAPES BK 810 TESTING EQUIP BK 820 THREADED RODS BK 825 TIMING CVRS BK 830 TIRE REPAIR MAT BK 835 H-D TIRE REPAIR BK 840 TOWING EQUIP BK 841 ELEC CNTRL MOD BK 842 TPMS RED[ SNSR BK 843 TPMS SNSR KITS BK 844 TPMS DIAGN TOOL BK 845 PROMO TOOLS BK 847 MAXCRAFT TOOLS 7 of 36 25D-29 Exhibit 2a Date 08/24/11 Lure Abbreviation Group Code Description BK 848 PRO&SERVE TOOLS BK 849 TOOLS-MISC BK 850 VACUUM CLEANERS BK 860 VENTSHADES BK 870 WARNING DEVICES BK 880 WEATHER STRIPP BK 883 WHEEL CVRS BK 885 WINTER ACCSRIES BK 890 SUPPORT CYLNDRS BK 905 SERVICE ITEMS BK 910 LIGHT BULBS BK 915 CHEMICALS BK 920 CHEMICALS-MISC BK 925 HEATER CORES BK 930 HEATER VALVE FI BK 935 HOSE CLAMPS BK 940 HOSE REEL ETC. BK 945 JACKS & RAMPS BK 950 SMALL MOTORS BK 960 GAUGES BK 965 TAPES BK 970 TIRE REPAIR BK 975 STORM VISION BK 980 STORMVISION WIN BK 990 CANDY BKN 585 LIGHT TRUCK ACC BKN 600 OEM MIRRS & GLS BKN 641 PERFORMANCE PTS BKN 840 TOWING EQUIP BOS 5 CONVERTERS BOS 6 (SUPER CATS) BOS 7 CA CONVERTERS BOS 10 HARDWARE BOS 20 PIPES & MUFFLER BOS 30 VFM SERIES BRG 5 AUTO BEARINGS BRG 10 BALL BEARINGS BRG 15 AUTO BEARINGS BRG 20 AGRICUL BEARING BRG 25 H-D BEARINGS BRG 30 HUB BEARNG UNIT BRG 33 SPEC HUB ASSMBY BRG 35 40 H-D BEARINGS BRG 40 H-D BALL BRGS BRG 45 CONMET KIT/BRGS BRG 50 NAPA BEARINGS BSD 10 EQUIPMENT BSD 20 SOFTWARE BSD 30 ACCESSORIES BSH 10 CONV. PLUGS BSH 15 O. E. TYPE BSH 20 NON-RESISTOR BSH 35 SPEC AUTOMOTIVE BSH 40 SMALL ENGINE BSH 45 PREM SMALL ENG 8 of 36 25D-30 Exhibit 2a Date 08/24/11 Line Abbreviation Group Code Description BSH 50 GLOW PLUGS BSH 60 PLATINUM PLUGS BSH 61 PLUS PLUGS BSH 62 PLUS 4 PLUGS BSH 65 ALTERNATORS-IMP BSH 66 ALTERNATORS-DOM BSH 70 OXYGEN SENSORS BSH 75 STARTERS-IMPORT BSH 76 STARTERS-DOMEST BSH 80 WIPER BLADES BSH 90 ROTATING ELECTR BSH 100 REM FUEL INJCTR BSH 102 Added by MIC BSH 103 Added by MIC BSH 104 Added by MIC BSH 110 MECH PUMP BSH 120 ELECTRIC PUMP BSH 130 ASSEMBLY BSH 140 ASST TOOLS BSH 150 F PUMPS - RECMD BSH 160 F PUMPS - OPT. BSH 200 BOSCH FUEL PUMP CAL 10 N-SERIES BARE CAL 15 NON-BRACKETED CAL 20 NON-BRACKETED CAL 30 BRACKETED CAL 40 LE-SERIES CAM 10 PROOF COIL CAM 20 CAMPBELL CHAIN CBL 30 BATTERY CABLES CCC 201 REPAIR PARTS CCC 203 FITTINGS & BULK CCC 205 SERVICE ITEMS CCC 207 CHEMICALS CCC 210 A/C CLUTCHES CCC 215 BEARINGS CCC 220 REMAN COMPRESS CCC 225 NEW COMPRESSORS CCC 230 ACCUMULATORS CCC 235 BLOWER MOTORS CCC 240 COND & EVAPS CCC 245 XMISSION COOLER CCC 250 RELAY&SWITCHES CCC 260 EXPANSION VALVE CCC 270 FAN CLUTCHES CCC 272 SHUT-OFF VALVES CCC 273 HEATER FITTINGS CCC 275 HEATER CORES CCC 277 HEATER VALVES CCC 280 HOSE ASSEMBLIES CCC 285 DUCT HOSE CCC 290 IDLER PULLEYS CCC 295 HD MISC CCC 300 CONVERSION KITS CEB 5 CLEVITE BEARING 9 of 36 25D-31 Exhibit 2a Date 08/24/11 Line Abbreviation Group Code Description CEB 10 HEAVY DUTY CEB 86 NON-INTERCHANGE CEP 30 VALVES CEP 32 VALVE SPRINGS CEP 34 VALVE LIFTERS CEP 36 PUSH RODS ARMS CEP 38 VALVE SEAT CEP 40 EXPANSION PLUGS CEP 50 PISTON PINS CEP 60 CYLINDER SLEEVE CEP 80 CAMSHAFTS KIT CEP 85 TIMING COMPONET CEP 86 NON-INTERCHANGE CEP 99 HEAVY DUTY CHA 1 CHAMP SPRK PLUG CHA 10 COPPER CORE CHA 20 NON-RESISTOR CHA 30 SHOP PACKS CHA 35 SPEC AUTOMOTIVE CHA 40 SMALL ENGINE CHA 45 PREMIUM SE CHA 50 GLOW PLUGS CHA 60 SINGLE PLATINUM CHA 61 DOUBLE PLATINUM CHA 65 IRIDIUM PLUGS CHA 70 INDUSTRIAL CHA 90 TRUCK WIRES CHA 140 TOOLS/PROMOS CL 5 CHALLENGER LIFT CL 10 ACCESSORIES COG 5 CORGHI BALANCER COG 10 CORGHI BALANCER COP 86 NON-INTERCHANGE COP 150 CLEVITE OIL PMP CR 25 CR AIR DRYERS CRB 10 CARBURETOR PART CRB 15 CARBURETOR KITS CRB 20 P.C.V. VALVES CRB 40 FUEL INJECTION CRB 50 CHOKE PULL-OFFS CRB 60 EMISSIONS CRB 70 ELECTRONIC CHOK CRB 76 MOTORCYCLE PART CRB 80 CLEEN TOOLS CRB 82 CLEEN COMPNTS CRB 84 CLEEN CHEMICALS CRB 140 PROMO-NO REBATE CRB 200 ASNU ITMS 0-REB CRB 400 EQUIP-NO REBATE CRC 5 RETAIL ITEMS CRC 10 H-D ITEMS CTC 5 EQUIPMENT CTC 7 BASELINE EQUPMT CTC 10 ACCESSORIES CVB 7 NAPA CV BOOTS 10 Of 36 25D-32 Exhibit 2a Date 08/24/11 Line Abbreviation Group Code Description DAC 25 DELPHI A/C DC 100 COLORLINE DC 110 GENERAL PURPOSE DC 120 R/TOUGH SPRAY DC 121 R/TOUGH QTS/GAL DC 125 R/TOUGH INDUST DC 130 SPECIALTY PAINT DC 150 ASSORTMENTS DC 200 TRUCK&VAN COLOR DC 201 TOUCH-UP SPRAYS DC 203 SCRATCH FIX DC 300 RACKS & DISPLAY DEC 10 ECM PCM ECU DEC 50 FLASH EQUIPMENT DEM 5 IGNITION PARTS DEM 10 EGR VALVES DEM 15 CONTROL VALVES DEM 20 FUEL INJECTORS DEM 30 FUEL PRSRE REGS DEM 40 SENSORS DEM 50 MANIFOLDS DEM 60 INJECTION PUMPS DEM 65 GLOW PLUGS DEM 70 INJECTORS DEM 75 EMISSION&SENSR DEM 140 PROMOTION ITEMS DEN 10 AUTO COPPR CORE DEN 25 DENSO COMPRESS DEN 30 SHOP SERVS PACK DEN 35 SPECIALTY AUTO DEN 40 SML ENG,MOTOR DEN 45 PREM SM ENG/MOT DEN 50 GLOW PLUGS DEN 60 SINGLE PLATINUM DEN 61 DOUBLE PLATINUM DEN 65 INDIUM PLUGS DEN 70 IND & AGRICULT DEN 102 02 SENSORS DEN 103 AFR WIDE BAND S DEN 104 UNIV. 02 SENSOR DEN 140 ASST/DISPL/TOOL DEN 225 H-D COMPRESSORS DEW 5 DEWALT TOOLS DEW 10 DEW ACCESSORIES DEW 20 BLACK'N DECKER DFP 10 DELPHI FUEL PUM DFP 140 ASST/TOOL/DISPL DFP 150 RECOMMENDED DFP 160 OPTIONAL ECH 5 ALT & STIR PTS ECH 10 BRUSHES ECH 15 BUSHINGS ECH 20 CAPS ECH 25 COILS ECH 30 CONTROL MODULES 11 of 36 25D-33 Exhibit 2a Date 08/24/11 Line Abbreviation Group Code Description ECH 35 CONDENSERS ECH 40 CONTACTS ECH 45 COMPUTER-REBATE ECH 46 COMPUTERS- R R ECH 50 FLASHER SWITCH ECH 55 HEADLGHT SWITCH ECH 60 KEY SWITCHES ECH 65 KITS ECH 70 MISCELLANEOUS ECH 75 OIL PRESSURE ECH 76 MOTORCYCLE PART ECH 80 OXYGEN SENSORS ECH 85 PICK-UP COILS ECH 90 PUSH-PULL ECH 95 RELAYS ECH 100 RESISTORS ECH 105 ROTORS ECH 110 SOLENOIDS ECH 115 SENSORS ECH 120 SWITCHES ECH 122 TPMS ECH 124 TPMS KITS ECH 125 TPMS TOOL/EQUIP ECH 130 VACUUM CONTROL ECH 135 VOLTAGE REGULAT ECH 140 PROMO/NO REBATE ECH 145 REMAN CRUISE ECH 150 IGN MODULE TSTR EKC 5 ENGINE KIT COMP EKC 50 ADDED BY MIC EKC 86 NON-INTERCHANGE EL 10 EQUIPMENT EL 20 ACCESSORIES EXH 4 UNV CONVERTERS EXH 5 DFIT CONVERTERS EXH 6 CA CONVERTERS EXH 7 CADF CONVERTER EXH 10 MUFFLERS EXH 15 DYNOMAX MUFFLER EXH 20 ACCESSORIES EXH 30 GLASSPACKS EXH 40 WELDED ASSEMBLY EXH 50 PIPES EXH 55 DYNOMAX PIPES EXH 70 HEAVY DUTY EXH 75 DIESEL FILTERS EXH 140 POP MAT/TOOLS FFI 5 OIL FILTERS FIL 10 L-D OIL FLTRS FIL 11 NAPA FILTERS FIL 15 RACE OIL FLTRS FIL 20 L-D AIR FLTRS FIL 21 NAPA FILTERS FIL 23 L-D CABIN FLTRS FIL 25 RACE AIR FLTRS 12 of 36 25D-34 Exhibit 2a Date 08/24/11 Line Abbreviation Group Code Description FIL 30 L-D FUEL FLTRS FIL 31 NAPA FILTERS FIL 35 RACE FUEL FLTRS FIL 40 H-D OIL FLTRS FIL 45 HD MAINT KITS FIL 50 H-D AIR FLTRS FIL 55 H-D CABIN FLTRS FIL 60 H-D FUEL FLTRS FIL 70 L-D OIL MSTRPKS FIL 80 AIR FLTR LD M-P FIL 90 L-D GAS MSTRPKS FIL 140 H-D OIL MSTRPKS FIL 150 NAPA FILTERS FIL 160 H-D GAS MSTRPKS FIL 170 NET PRICED ITEM FIL 200 GASKETS FIL 210 AQUA CHEK FPD 10 CAMSHAFTS FPD 20 BEARINGS FPD 30 KITS FPD 40 GASKETS FPD 50 OIL PUMP FPD 60 RINGS FPD 65 PISTON/SLEEVE FPD 70 COMPONENTS FPD 80 VALVETRAIN FPD 99 MISC FPG 15 HEAD GASKT/SHIM FPG 20 FULL SETS (FS-) FPG 23 ENGINE KIT SETS FPG 25 CONVERSION SETS FPG 30 HEAD SETS (HS-) FPG 35 HEAD BOLTS(ES-) FPG 40 TC GASKET SET FPG 41 MANIFOLD SETS FPG 42 OIL PAN SETS FPG 45 DRIVE TRN GASKT FPG 46 VALVE GASKET FPG 47 VALVE STEM SETS FPG 48 REAR BEARING FPG 50 MISC GASKETS FPG 55 MARINE GASKETS FPG 60 PERFORMNCEGSKT FPG 65 PERMA-DRY PLUS FPG 88 NON-RPT & ASST FPG 90 OVERHAULSETS FPG 95 H-D SUB SETS FPG 99 H-D MISC FPW 5 REBATABLE PRODS FPW 10 EQUIPMENT FPW 30 RODS/ELECTRODES FWD 15 EQUIPMENT FWD 20 ACCESSORIES GA 3 FITTINGS HOSE GA 5 SERVICE ITEMS 13 of 36 25D-35 Exhibit 2a Date 08/24/11 Line Abbreviation Group Code Descd ton GA 10 A C CLUTCHES GA 20 A/C COMPRESSORS GA 30 ACCUMULATORS GA 40 CONDEN EVAPARAT GA 50 ELECTRICAL GA 60 EXPANSION VALVE GA 70 FAN CLUTCHES GA 80 HOSE ASSEMBLIES GA 90 IDLER PULLEYS GAT 5 GATES HYDRAULIC GAT 10 HOSE GAT 15 ADAPTERS GAT 20 FITTINGS GAT 25 BULK FITTINGS GAT 30 EQUIPMENT GAT 35 AIR HOSE ASSMLY GAT 40 BRASS GAT 45 TUBING FIT GOP 10 ENGINES GOP 90 CRANKSHAFTS GRO 5 LIGHTING GRO 10 UNIV LAMPS GRO 15 SIGNAL LAMPS GRO 20 OEM LAMPS GRO 25 C/M/ID LAMPS GRO 30 C/M/ID LAMPS GRO 35 AUX LAMPS GRO 40 BACKUP LIGHTS GRO 45 LIGHTING GRO 50 SIGNAL SWITCH GRO 55 ELECTRICAL GRO 60 REFLECTIVE GRO 70 MIRRORS GRO 80 MISCELLANEOUS GRO 85 ASST LIGHTING GRO 90 LEDS HDE 10 BARJAN HDE 20 FLEX-A-LITE HDE 30 WISE HDE 40 GOODALL HFI 10 SPIN ON HFI 20 CORELESS HFI 30 PRESSURE HFI 40 STRAINER HFI 43 AIR FILTERS HFI 48 OIL-AIR SEPRATR HFI 50 RETURN HFI 60 SUCTION HFI 70 MISCELLANEOUS HFI 110 SPIN ON - MTO HFI 120 CORELESS - MTO HFI 130 PRESSURE - MTO HFI 140 STRAINER-MTO HFI 143 AIR FILTER-MTO HFI 148 OIL-AIR SEP-MTO 14 of 36 25D-36 Exhibit 2a Date 08/24/11 Line Abbreviation Group Code Description HFI 150 RETURN - MTO HFI 160 SUCTION - MTO HFI 170 MISC - MTO HNC 20 AG RADIATORS HNC 25 HD TRK RADTORS HNC 30 HD CHRG AR COLR HNC 40 HD CONDENSERS HNC 50 HD OIL PANS HOL 5 REMAN CARBS HTC 10 NEW CRANKSHAFTS HTC 90 REMAN CRANKSHAF HTH 10 NEW HEADS HTH 90 REM HEADS KAT 5 AUTO LGT & TRK KAT 10 HEAVY DUTY KAT 20 MISCELLANEOUS KIT 5 AUTOMOTIVE KIT 10 RE-RING KITS KIT 15 CAM KITS KIT 20 AUTOMOTIVE KITS KIT 30 MARINE KIT 40 AGRICULTURAL KIT 50 IN-FRAME HD LAB 5 flywheel turning LAB 10 press work LAB 15 Brake Lathe Work LAB 19 LAB 100 HZD WASTE LIT 10 UNIVERSAL SIGNL LIT 15 LED SIGNAL LIT 20 OEM SIGNAL LIT 25 C/M/ID LAMPS LIT 28 LED HEADLIGHTS LIT 30 LED C/M/ID LAMP LIT 35 AUX LAMPS LIT 40 LIC & BACKUP LIT 45 EMERGENCY LIT 50 SIGNAL SWITCH LIT 55 ELECTRICAL LIT 60 REFLECTIVE LIT 70 MIRRORS LIT 80 MISCELLANEOUS LIT 85 HDP LIGHTING LIT 90 SIGNAL STAT LIT 105 HDP LIGHTING LMP 10 MINIATURES LMP 15 BLISTER PK MINI LMP 20 SEALED BEAMS LMP 22 Added by MIC LMP 25 BUST PK CAPSUL LMP 27 Added by MIC LMP 30 HALOGEN LMP 35 SPECLTY CAPSULE LMP 40 PHILLIPS CAPS LMP 50 PREM LIGHTING 115 of 36 25D-37 Exhibit 2a Date 08/24/11 Line Abbreviation Group Code Description MBI 5 AIR DRYER &COMP MBI 7 HUBS CAPS MBI 8 BOOSTERS MBI 15 WATER PUMPS MBI 19 COMPRESSOR KITS MBI 21 FAN CLUTCH MBI 30 AIR BRAKE PARTS MBI 31 S-CAM MBI 32 SLACK ADJUSTERS MBI 33 AIR HOSES MBI 34 COMPRESSORS MBI 35 BRAKE HARDWARE MBI 36 BRAKE CHAMBERS MBI 37 AIR BRK VLV W/C MBI 38 NEW ALTERNATORS MBI 39 NEW CLUTCHES MBI 40 HYDRAULIC PARTS MBI 41 GOODYEAR AIR MBI 42 AIR VALVES MBI 43 SUSPENSION MBI 45 ABS KITS & COMP MBI 50 NEW BRAKE PADS MBI 55 NEW BRAKE SHOES MBI 56 NEW GRIPPER KIT MBI 60 REMAN BRK SHOES MBI 61 REMAN GRIPPER MBI 62 HV BRAKE SHOES MBI 63 HV GRIPPER KITS MBI 65 REMAN BRAKE CAL MBI 70 REMAN COMPRESS MBI 71 REMAN HD STEER MBI 72 REMAN HD FUEL MBI 73 REMAN CLUTCHES MBI 74 REMAN CLUTCH MBI 75 REMAN DRYERS MBI 76 REMAN ELECTRICL MBI 77 REMAN BOOSTERS MBI 78 REMAN VALVES MBI 79 REMAN WIPER MTR MBI 80 REMAN WATER PMP MBI 85 RUBBER PRODUCTS MFI 10 OIL FILTER MMM 5 ACCESSORIES MMM 10 RETAIL PBE MMM 12 MARINE PRODUCTS MMM 15 MASKING TAPE MMM 18 MASK/PLAS/MAC MMM 19 MISC TAPES MMM 20 ABRASIVES MMM 21 DA DISCS MMM 22 RED ABRASIVES MMM 25 ADHS, CT & SLRS MMM 26 AUTOMIX ADHSV MMM 27 DURAMIX ADHSV MMM 30 SCOTCHCAL 16 of 36 25D-38 Exhibit 2a Date 08/24/11 Line Abbreviation Group Code Description MMM 35 BODY FILLER/PUT MMM 40 COMPDS/PADS/GLZ MMM 45 PPS/PPS GUNS MMM 55 APPEARANCE PROD MMM 60 MECH CHEMICALS MMM 61 UNDERCOAT SEALR MMM 65 ELECTRICAL PROD MMM 70 SAFETY WALK MMM 75 MACH SHOP PROD MMM 85 SAFETY PRODUCTS MMM 90 REF SCOTCHBRITE MMM 95 MEC SCOTCHBRITE MMM 100 VELOCITY ITEMS MMM 810 ASBRASIVE MMM 820 PRIMERS MO 10 MO 25 MODINE RADIATOR MO 40 A C CONDENSERS MP 5 SPRAY CANS MP 10 GALLONS MP 15 5 GALLONS MP 20 1 2 PINTS MP 25 QUARTS MPB 5 MILE PLS BELDEN MPB 10 WIRE SETS MPB 30 BATTERY CABLES MPE 5 ALT & STR PTS MPE 10 BRUSHES MPE 15 BUSHINGS MPE 20 CAPS MPE 25 COILS MPE 30 CONTROL MODULES MPE 35 CONDENSERS MPE 40 CONTACTS MPE 55 HEADLIGHT SWTCH MPE 60 KEY SWITCHES MPE 65 KITS MPE 70 MISCELLANEOUS MPE 75 OIL PRESSURE SW MPE 85 PICK-UP COILS MPE 90 PUSH-PULL SWI MPE 95 RELAYS MPE 100 RESISTORS MPE 105 ROTORS MPE 110 SOLENOIDS MPE 115 SENSORS MPE 120 SWITCHES MPE 130 VACUUM CONTROLS MPE 135 VOLTAGE REGULAT MPE 400 ASSORTMENTS MPF 10 CARBURETOR PTS MPF 15 CARBURETOR KITS MPF 20 PCV VALVES MPF 40 FUEL INJECTION MPF 60 EMISSIONS 17 of 36 25D-39 Exhibit 2a Date 08/24/11 Line Abbreviation Group Code Description MPF 400 ASSORTMENTS MPW 10 MILE PLS WIRING MRC 10 BALL JOINTS MRC 12 CONTROL ARMS MRC 21 WHL SUSPENSION MRC 22 SWAY KITS MRC 23 TIE ROD/STEERNG MRC 25 SPRINGIBUSHINGS MS 10 ACRY.LAC.FPC MS 20 MARTIN-SENOUR MS 30 MARTIN-SENOUR MS 40 MARTIN-SENOUR MS 50 ACRYLIC LACQUER MS 60 A.LAC.THINNER MS 70 A.ENAMEL FPC MS 80 A. ENAMEL MIX MS 90 MARTIN-SENOUR MS 100 ACRYLIC ENAMEL MS 110 ACR ENAM STAPLE MS 120 FINISH ONE MS 130 SYNTHOL EN.FPC MS 140 MARTIN-SENOUR MS 150 MARTIN-SENOUR MS 160 SYN ENAM MS 170 SYN.EN.UNDERCO MS 180 MARTIN-SENOUR MS 181 CROSSFIRE MS 182 CROSS FIRE MS 190 MARTIN-SENOUR MS 200 NITRAM MIX MS 210 MARTIN-SENOUR MS 220 NIT. STAPLES MS 230 NIT.REDUCERS MS 240 MSE MIX MS 250 MSE MIX COLOR MS 260 MSE STAPLES MS 263 MSI INDUSTRIAL MS 270 MSA PRODUCTS MS 275 MSA MIX COLORS MS 280 MSA STAPLES MS 285 MSA3.5 MX OBS MS 290 MSU MIX MS 300 MSU SYSTEM MS 310 MSU STAPLES MS 315 PLANET INTERMIX MS 320 UREGLO MIX ALL MS 325 PLANET STAPLES MS 330 TEC-GLO MS 340 TEC FPC ONE BAS MS 350 TEC SYSTEM MS 360 TEC SYSTEMS MS 365 TEC PLS 3.5 SYT MS 368 MARTIN-SENOUR MS 370 TEC STAPLES MS 375 MARTIN-SENOUR 18 of 36 25D-40 Exhibit 2a Date 08/24/11 Line Abbreviation Group Code Description ms 380 TEC UNDERCOATS MS 390 TEC REDUCERS MS 400 TEC FREE REDUCE MS 410 TINT PRIME MS 420 NITRM TPCTS OBS MS 425 PRISM SYSTEM MS 427 MARTIN-SENOUR MS 428 MARTIN-SENOUR MS 430 VOC STAPLES MS 440 VOC REDUCERS MS 450 VORTEX STAPLES MS 460 VORTEX INTERMIX MS 470 TRACTOR EQUIP MS 480 COMMERCIAL COAT MS 485 16 OZ. SPRAY MS 490 COMMERCIAL MS 495 VORTEX INTERMIX MS 500 SPECIALTIES MS 505 TECHNQ CAR CARE MS 510 SPLTY UNDERCOAT MS 515 MARINE SPECIALT MS 520 SURFACE CLEANER MS 530 CANS MS 540 WIPERS MS 550 PAINT SAFE MS 560 NIC N FIX MS 570 6 OZ. AEROSOLS MS 580 COLORLINE AER. MS 590 RUF-NEK AEROSOL MS 595 CUST MIX AEROSL MS 600 TECHNQE AEROSL MS 610 PBE ACESS MIXG MS 620 BODY FILLER MS 630 SMALL BATCH MS 640 CATS MERCH PRO MS 650 MASKING PRODUCT MS 660 RED DIAMOND TOP MS 670 ASSOC PRODUCTS MS 680 EQUIPMENT MS 690 NAPA I. D. PROD MS 700 NON-REBATABLE MS 800 CROSS FIRE ATA MS 810 ABRASIVE MS 820 CROSS FIRE STAP MS 830 HARDENERS MS 840 FUSOR ADHESIVES MS 850 URELTHANE CLEAR MS 860 SOLVENTS MS 890 MISC. MS 920 ZOLATONE 20 PRO NAC 5 AIR COMPRESSORS NAC 20 WASHERS NAC 30 ACCESSORIES NAC 140 SCREW COMPRESRS NAE 10 REMAN/ALT 19 of 36 25D-41 Exhibit 2a Date 08/24/11 Line Abbreviation Group Cade Description NAE 12 REMAN/ALT HD NAE 15 NEW ALTERNATORS NAE 20 NAPA AS START. NAE 25 NEW ALT HD NAE 150 REMAN/STARTERS NAE 152 REMAN/STARTR HD NAE 155 NEW STARTERS NAE 165 NEW STARTER HD NAF 5 55 GALLON SIZE NAF 20 NAPA ANTIFREEZE NAF 30 BLUE DEF EQUIP NAF 40 BLUE DIESEL EXH NAP 200 NAPA AIR PUMPS NB 60 HUB & ROTOR NB 61 HUB & ROTOR NB 140 PROMO ITEMS NB 400 BRAKE DRUMS NBB 6 POWER 65 SERIES NBB 10 BRAKE BOOSTERS NBB 20 LOADED BOOSTERS NBB 30 NEW BOOSTERS NBC 3 RETAIL CHARGERS NBC 5 PROF. CHARGERS NBC 10 INDUSTRL SERIES NBC 20 ACCESSORIES NBH 10 AUTO LD V-BELT NBH 12 SERPENTINE BELT NBH 13 SPECIAL V-BELT NBH 14 ACCY BELT KIT NBH 15 TIMING BELT NBH 16 TIMING BELT KIT NBH 20 RADIATOR HOSE NBH 21 STICK HOSE NBH 25 SMALL ID HOSE NBH 30 FHP BELT NBH 31 SHEAVES NBH 33 POWERSPORT BELT NBH 35 INDUSTRIAL BELT NBH 40 MISC HOSE NBH 41 TURBO CHGER HSE NBH 42 AIR HOSE NBH 43 AIR BRAKE ASSY NBH 45 HEATER HOSE NBH 47 FUEL LINE HOSE NBH 48 MISC TUBING NBH 50 SPEC INDUS BELT NBH 55 FLEETRUNNR BELT NBH 60 IDLER PULLEY NBH 61 DRV BELT TENSNR NBH 63 TIMING COMPONT NBH 65 HYOSHIITEMS NBH 66 DECOUPLE PULLEY NBH 210 HD V-BELT NBH 212 HD SERPTIN BELT NBH 260 HD TENSNER ASSY 20 of 36 25D-42 Exhibit 2a Date 08/24/11 Line Abbreviation Group Code Description NBH 400 TOOUEQUIP/DISP NBT 10 NAPA BATTERY NBT 20 ACCESSORIES NCB 5 RETAIL ITEMS NCB 7 CHEMICAL CA NCB 10 H-D ITEMS NCB 20 LUCAS PRODUCTS NCC 25 POWER COMPRESS NCC 71 FAN CLUTCHES NCC 210 HD COMPRESSORS NCF 19 HYDRAULICS NCF 85 NEW CLUTCHES NCF 90 FLYWHEELS NCF 95 ZOOM NCL 80 CLUTCH COVERS NCL 81 CLUTCH DISCS NCL 82 MATCHED ASSEMBL NCL 84 UNITIZED PACS NCL 85 FLYWHEELS NCP 10 BALL JOINTS NCP 12 CONTROL ARMS NCP 15 ALIGNMENT PRODS NCP 20 KING BOLT SETS NCP 21 SUSPENSION PART NCP 22 SWAY BAR KITS NCP 23 STEERING PARTS NCP 25 SHACKLES/BUSH NCP 27 COIL SPRINGS NCP 29 AXLE SHAFT KIT NCP 30 FLEET TUFF NCP 70 STRUT BEARING NCP 140 PROMO-NO REBATE NCV 100 AXLE NUTS NCV 110 CV SHAFTS TOP NCV 120 CV SHAFTS NCV 150 99 ADD L SHAFTS ND 400 brake drums NEC 10 ECM'S NEC 15 FLASH ECU'S NEC 20 REMAN AIR FLOW NEC 25 NEW MASS FLOW NEC 30 BCM'S NEC 35 FLASH BCM'S NEC 40 ELECTRONIC STRT NEC 45 REMAN THROTTLE NEC 50 FLASH LABOR NEC 60 CRUISE CONTROL NEC 65 DIES INJ PUMPS NEC 70 DIES INJECTORS NEC 80 DIES PUMP KITS NEC 85 TURBO UNITS NEC 90 1ST TO MKT PMP NEC 950 1ST TO MKT [NJ NEP 50 PISTON PINS NF 10 BOXED 21 of 36 25D-43 Exhibit 2a Date 08/24/11 Line Abbreviation Group Code Description NF 20 CARDED NFI 10 OIL FILTERS NFI 20 AIR FILTERS NFI 30 FUEL FILTERS NFP 10 MECHANICAL NFP 20 ELECTRICAL NFP 30 H,S & M ASSMBL NFP 140 TOOL & DISPLAY NFP 150 RECOMMENDED NFP 160 OPTIONAL NFP 161 FIRST MKT PUMP NFR 10 REFRIGERANTS NGA 15 HEAD GASKETS NGA 20 FS- SETS NGA 23 ENG KIT SETS NGA 25 CV- SETS NGA 30 HS- SETS NGA 35 HEAD BOLT SETS NGA 40 JV & SS SETS NGA 41 MS- SETS NGA 42 OS-SETS NGA 43 PS-SETS NGA 44 RC GASKET SETS NGA 45 TS-SETS NGA 46 VS-SETS NGA 50 MISCELLANEOUS NGA 86 NON-INTERCHANGE NGA 88 NO REBATE ITEMS NGA 99 HEAVY DUTY NGA 101 PHASE 1 OBS. NGA 102 PHASE 2 OBS. NGA 103 PHASE 3 OBS. NGK 10 COPPER CORE NGK 20 NON-RESISTOR NGK 30 SHOP SERVICE NGK 35 SPEC AUTOMOTIVE NGK 40 SMALL ENGINE NGK 45 PRE SM ENG NGK 50 GLOW PLUGS NGK 60 PLATINUM NGK 61 DBL PLATINUM NGK 65 IRIDIUM PLUGS NGK 70 IND & AGR NGK 75 PERFRMC ACCSSES NGK 102 02 SENSORS NGK 103 AFR WIDE BAND S NGK 104 UNIV. 02 SENSOR NGK 140 ASST EQUIP NGW 10 WIRE SETS NGW 15 IGNITION BOOTS NGW 20 PERF. WIRE SETS NGW 75 PERFORM. ITEMS NHT 5 NAPA HAND TOOLS NHT 10 13 BOARD ONLY NHT 20 7 13 BOARD ASST 122 of 36 25D-44 Exhibit 2a Date 08/24/11 Line Abbreviation Group Code Description NHT 30 VO-TECH SETS NHT 40 TOOLS & SOCKETS NHT 50 WRENCHES NHT 60 WRN&SCRDV&PLIER NHT 70 STRIKE & CUT NHT 80 SPECIALTY TOOLS NHT 90 MIXED SETS NHT 140 PROMO-NO REBATE NLE 5 LIFTING EQUIP NILE 10 LINCOLN NILE 20 RETAIL LIFTING NILE 30 PROFESSIONAL NMC 13 MSTR CYLINDER NMC 35 REM MSTR CYLDR NMD 10 NEW CV SHAFTS NMD 20 REM ALSO IN NEW NMD 30 REM NOT IN NEW NMD 40 REMAN PROPSHAFT NN 5 CURTIS KEYS NN 10 AIRTEX WATER PUMPS NN 15 ATLANTIC PAC NN 20 MTS SUPPLY CO NN 30 W Y International NN 40 NOT NAPA INVENTORY NNC 19 HYDRAULICS NNC 25 NEW COMPRESSORS NNC 85 NAPA NEW CLUTCH NNC 90 FLYWHEELS NNC 95 ZOOM CLUTCH NND 10 DOMESTIC APPL NND 20 IMPORT APPL NNE 10 ALTERNATORS NNE 20 SEVERE ALTNATRS NNE 150 STARTERS NNE 230 WIPER MOTORS NOL 5 NAPA OIL NOL 10 1, 5 55 GAL NOL 15 GREASES NOL 20 MOTOR OIL NOL 25 ATF GEAR OIL NOL 30 OIL GREASE NOL 35 MOTOR OIL NOS 1 NAPA OIL SEALS NOS 10 NAPA OIL SEALS NOS 15 SCOTT SEALS NOS 20 L-D WHEEL SEALS NOS 25 CV AXLE SEALS NOS 98 HD REPORTABLE NPJ 5 AUTOMOTIVE NPJ 15 HD& AGRICULTURE NPR 115 NAPA PROP SHAFT NPS 10 HOSES NPS 20 REPAIR KITS NPS 30 PULYS/SHTS/KNKL NPT 5 NAPA AIR TOOLS 23 of 36 25D-45 Exhibit 2a Date 08/24/11 Line Abbreviation Group Code Description NPT 10 ACCESSORIES NPT 20 SOCKETS NR 25 NAPA RAD NR 30 CHRGD AIR COOLR NRD 110 REMAN DISTS NRD 120 CRNK ANG SENSOR NRP 185 RACK AND PINION NRP 225 NEW RACKS NS 7 DNX SUSPENSION NS 15 ACCESSORIES/KIT NS 20 DELUXE NS 25 GAS DELUXE SHOC NS 30 GAS PREMIUM NS 40 GRANDE NS 44 L/T ELASTOMER NS 45 GAS GRANDE LT NS 46 GRANDE STEERING NS 47 GAS 60 SHOCKS NS 48 H-D ACCESS/KIT NS 49 GAS SPECIALTY NS 50 FT LOAD/REARAIR NS 55 LIMITED EDITION NS 60 STRUT BOOTS NS 65 GAS DELUXE STRT NS 70 STRUTBEAR PLATE NS 75 REFLEX SHOCKS NS 78 REFLEX STRUTS NS 80 SENSA TRAC-CAR NS 83 SENSA TRAC-TRK NS 85 SENSATRAC-STRUT NS 86 SENSA TRAC EURO NS 90 SENSATRAC LOAD NS 95 QUICK STRUTS NS 140 POP MAT/TOOLS NSP 30 STEERING SHAFTS NSP 180 REMAN PUMPS NSP 360 NEW PUMPS NTB 5 TIMKEN NTB 10 SETS NTB 20 HEAVY DUTY NTE 5 A/C SER TOOLS NTE 10 SET/HOSE/COUPL NTE 15 ADAPTER & FIT NTE 20 LEAK DET & ELEC NTE 25 VACUUM PUMPS NTH 5 TIRE VALVES NTH 10 COUPLER HOSE NTH 15 HD D.O.T. BRAKE NTH 20 RTPMS NTH 25 AIR MGMT NTH 30 TOOLS NTH 40 BULK ITEMS NTH 140 PROMOASSTDISPL NTL 10 HUB CAP/CMPNNTS NTL 20 37000 SERIES 24 of 36 25D-46 Exhibit 2a Date 08/24/11 Line Abbreviation Group Code Description NTL 30 38000 SERIES NTL 40 TOOLS NTP 10 SINGLE COMPONEN NTP 15 MULTI KITS NTP 17 KIT W/O SPROCKT NTP 20 3-PC SET&TENSNR NTP 25 STREET PERFORM NTP 30 SPECIALTY NTP 35 DRIVE CHAINS NTP 40 FILTER KITS NUJ 5 CV U-JOINTS NUJ 7 C.V. BOOT KIT NUJ 10 CV JOINTS NUJ 15 H-D AGG SPL PRC NW 5 WIRE PRODUCTS NW 20 BOOSTER CABLE NW 40 ASST/MER/TOOLS NW 50 CABLE & LOOMS NW 61 TREE ITEMS NWW 10 LEAD WGT ASSORT NWW 15 STEEL WGT ASRT NWW 140 DSPLY/TOUEQUIP OWI 5 WIPER BLADES OWI 10 BEAM BLADES OWI 15 WINTER BLADES PBD 10 REMAN ENGINES PBD 20 REMAN TRANSMISS PBH 10 V-BELTS PBH 20 RADIATOR HOSES PBH 30 V-RIBBED BELTS PBH 40 FHP BELTS PBH 50 TIMING BELTS PC 10 PERFECT CIRCLE PC 86 NON-INTERCHANGE PC 99 HEAVY DUTY PCT 10 EQUIPMENT PCT 15 ACCESSORIES-DC PCT 20 ACCESSORIES PFI 10 FILTERS PFI 20 FILTERS PFI 30 FILTERS PFL 10 OIL FILTERS PFP 5 AIR COMPRSSORS PFP 10 PRESS WASHERS PFP 15 GENERATORS PFR 25 POWER FLOW RAID PFR 30 H-D AGG RAD PGB 10 AUTOMOTIVE PGB 20 AGRICULTURAL PGB 30 HEAVY DUTY PGB 35 HUB BEARINGS PGO 10 LID SEALS PGO 20 HD SEALS PHD 30 H-D RAID PHI 10 BULK CABLE 25 of 36 25D-47 Exhibit 2a Date 08/24/11 Line Abbreviation Group Code Description PHI 20 TRAILER CABLE PHI 30 GLAD HANDS PHI 40 PLUGS/SOCKETS PHI 50 ELECT CONECTRS PHI 60 ELECT ASSEMBL PHI 70 DISPLAYS&ASSTS PHI 80 MIRRORS PHI 90 TOOLS & EQUIP PL 5 OUTSIDE LABOR PL 10 ECM-LABOR PL 20 ECM-PARTS PME 10 REMAN ALTERN PME 15 NEW ALTERN PME 75 VALUE LINE PME 150 REMAN STARTERS PME 155 NEW STARTERS PME 175 STARTERS PMT 10 DOMESTIC TRANS PMT 20 IMPORT TRANS PMT 30 TORQUE CONVRTRS PMT 35 COR TORQ CNVRTR POR 5 PORTA COOL POR 7 KUUL COOLERS POR 10 ACCESSORIES PRE 10 REMAN ENGINES PRE 90 REMAN CRANKSHAF PRI 10 PWR BRAKE PRI 20 HEAVY DUTY PRO 5 HQ'S PROMOS PRO 10 CREATIVE PROMOS PRO 20 RJR PROMOS PRO 25 ACTION SPORTS PSB 1 POWER SPORT BAT PUJ 5 U-JOINTS PUJ 7 TOOLS & EQUIP PUJ 10 CV CLAMPS PUJ 15 H-D & AGG PUJ 20 U-JOINTS SUPERS RAY 5 NON-REBATABLE RAY 10 SUPREME ALT RAY 12 RAYLOC RAY 15 STANDARD ALTERN RAY 25 ALTERNATORS RAY 30 BRAKE SHOES B R RAY 35 THICK BLOCK RAY 40 S-BRAKE PADS RAY 41 MS-BRAKE PADS RAY 42 STOPPER RAY 43 PADS MAS- RAY 44 PADS ES- RAY 45 SHIMS RAY 47 RAYLOC RAY 50 NEW N- RAY 55 SHOES EB- RAY 60 AB-STOPPER 126 of 36 25D-48 Exhibit 2a Date 08/24/11 Line Abbreviation Group Code Description RAY 80 CLUTCHES RAY 81 CLUTCH DISCS RAY 82 MATCHED SETS RAY 84 CLUTCH PAC REM. RAY 85 CUUTCH COVER RAY 105 CALIPER 342- RAY 140 FUEL PUMPS RAY 150 SUPREME STARTER RAY 152 RAYLOC RAY 155 STANDARD STARTR RAY 160 MASTER CYL RAY 165 57- RAY 170 POWER BRAKES RAY 180 P.S. PUMPS RAY 185 RACK AND PINION RAY 190 RODS RAY 200 SMOG PUMPS RAY 210 SOLENOIDS RAY 215 STD SOLENOIDS RAY 220 WATER PUMP RAY 225 NEW WTR PUMPS RAY 230 NEW WIPER MOTOR RAY 235 FRONT WIPER MTR RAY 240 REAR WIPER MTR RAY 260 WINDOW MOTORS RAY 270 HEADLGT MOTORS RAY 290 LOCK ACTUATORS RCH 105 AMER.CYL HEADS RFD 5 ROCKFORD RFD 10 PIC-ETT RFD 20 ROCK-ETT RFD 30 CARDED RFD 40 BAGGED RFD 60 ASSORTMENTS RFD 140 MERCHADISE AIDS RPS 5 RAYLOC POWER RPS 10 MARINE RPS 15 OUTDOOR EQUIP RPS 20 SNOW MOBILE RR 25 CAR SHOCKS RR 30 TRUCK SHOCKS RR 60 RESPONSE STRUTS RR 65 GAS STRUTS RRA 95 Added by MIC RS 10 RANCHO RS 140 MATERIALS/TOOLS RTY 5 EQUIPMENT RTY 10 ACCESSORIES RTY 15 FWD EQUIPMENT RTY 20 FWD ACCESSORIES SA1 7 Filters SAS 5 SAS SAFETY PROD SAS 100 SAFETY SHOES SCC 5 CARGO SCC 10 CHAIN & CABLE 27 of 36 25D-49 Exhibit 2a Date 08/24/11 Line Abbreviation Group Code Description SCC 20 TIRE CHAINS SEP 5 ROD PAIR & SETS SEP 7 MAIN SETS SEP 10 BEARINGS SEP 15 WASHER SETS SEP 20 CAM BRG SETS SEP 25 MISC BRGS SEP 30 VALVES SEP 31 VALVE LOCKS SEP 32 VALVE SPRINGS SEP 33 STEM SEALS SEP 34 VALVE LIFTERS SEP 36 PUSH RODS SEP 37 ROCKER SEP 38 VALVE SEP 39 VALVETRAIN SEP 40 PLUGS SEP 50 PISTONS SEP 55 RINGS SEP 70 MISC PARTS SEP 80 CAMSHAFTS SEP 86 NON-INTERCHGBLE SEP 98 RINGS SEP 99 ENGINE PARTS SEP 150 OIL PUMPS SEP 155 OIL PUMP SCRN SEP 160 SHAFTS/KIT/MISC SER 5 UNDERHOOD TOOLS SER 10 UNDERCAR TOOLS SER 20 PBE TOOLS SER 30 UNDERHOOD TOOLS SER 40 UNDERCAR TOOLS SER 50 PBE TOOLS SER 60 GENERALPURPOSE SER 70 AST SERV KIT SER 140 PROMOS/AST/DIS SFI 10 OIL FILTERS SFI 20 AIR FILTERS SFI 23 CABIN FILTERS SFI 30 FUEL FILTERS SFI 70 OIL FLT-MP SFI 80 AIR FLT-MP SFI 90 FUEL FLT-MP SFL 10 OIL FILTERS SFL 20 AIR FILTERS SHV 5 SHOP VACUUMS SHV 10 ACCESSORIES SL 5 LUBRICANTS SL 10 SOAPS SME 5 POWER EQUIPMENT SME 7 KOHLER OE PARTS SME 10 MARINE SMU 10 SOUNDMASTER SMU 20 DIRECT FIT SMU 30 SHOP SERIES 28 of 36 25D-50 Exhibit 2a Date 08/24/11 Line Abbreviation Group Code Description SMU 40 QUICK FIT PIPES SOR 10 ACCESSORIES SOR 20 EQUIPMENT SOR 30 PORTABLE POWER SOR 40 TESTERS SPI 10 SPICER SPI 20 U-JOINTS SPR 10 SHARPE SPRAY SPR 20 ACCESSORIES SS 160 MASTER CYLS-NEW SS 200 BRAKE PADS SS SS 201 TIER1 PRICE PAD SS 202 TIER2 PRICE PAD SS 207 SAFTY-STOP CMX SS 210 BRAKE SHOE SS STD 90 STANDARD C/S STP 10 FUELTANKS STP 15 RINGS & STRAPS STP 20 FUEL FILLER NCK STP 30 OIL PANS STP 40 FLOOR PANS STP 45 TNK&PUMP ASSEMB STP 50 SENDING UNITS STP 60 RESTORATION TKS TAB 5 AIR SPRINGS TAB 10 CAMSHAFTS TEM 1 REPAIR PARTS TEM 3 FITTINGS/ HOSE TEM 5 SERVICE ITEMS TEM 7 CHEMICALS TEM 10 A/C CLUTCHES TEM 20 A/C COMPRESSORS TEM 25 NEW A/C COMPRES TEM 30 ACCUM/F DRYER TEM 38 HSE W/ACCM-DRYR TEM 40 CONDEN/EVAPATOR TEM 50 ELECTRICAL TEM 60 EXPANSION VLVS TEM 70 FAN BLADES TEM 71 FAN CLUTCHES TEM 72 ELCT FAN CLUTCH TEM 80 HOSE ASSEMBLIES TEM 90 IDLER PULLEYS TEM 95 H-D MISC ITEMS TEM 100 CONVERSION KIT TEM 110 RTL P-O-G ITMS TEM 210 HD CLUTCHES TEM 220 HD REMAN COMP TEM 225 HD NEW CMPRSSR TEM 230 HD ACCMLS/DRYER TEM 250 HD ELECTRICAL TEM 260 HD VALVES/TUBES TEM 271 HD FAN CLUTCHES TFP 10 MECHANICAL TFP 20 ELECTRICAL 29 of 36 25D-51 Exhibit 2a Date 08/24/11 Line Abbreviation Group Code Description THM 5 PASS & L-D TRK THM 10 HD WEIRSTATS THM 15 GASKETS & SEALS THM 20 SUPER STATS THM 25 ASSORTMENTS TMT 10 DOMESTIC TRANS TMT 20 IMPORT TRANS TRN 10 FASTTRACK TRN 20 DEALER TRN 30 NIAT TS 14 WHEEL CYLINDERS TS 60 ROTORS TS 200 BRAKE PADS TS TS 201 PRICE PT PADS TS 207 CERAMIC PADS TS 210 BRAKE SHOE TS TS 220 PARK BRAKE SHOE TS 400 BRAKE DRUMS TS 500 CALIPERS 142 TS 600 MAST CYL-REMAN TSS 10 RETAIL TOOL BOX TSS 15 HOMOK BIG DAWG TSS 20 PROF. TOOL BOX TSS 30 GIANT PRO BOX TSS 40 ACCESSORIES TSW 14 TRUSTP WHLCYL TTN 10 ABS COMPONENTS TTN 20 AIR BRK HRDWARE TTN 30 AIR BRAKE SHOES TTN 40 AIR CMPRSR, ETC TTN 50 AC TTN 60 BELTS HOSES TTN 70 BRAKE CALIPERS TTN 80 BRAKE ROTORS TTN 90 CMSHAFT S ADJ TTN 100 CHEMS PAINTS TTN 110 CPLERS L GEAR TTN 120 DONALDSON FLTER TTN 130 DRV SYS CLUT TTN 140 DRIVELINE TTN 150 DRUMS HUBS TTN 160 ENGINE COMPNNTS TTN 170 EXHAUSTINTAKE TTN 180 FASTNER FITTING TTN 190 FILTER HARDWARE TTN 200 HEATING COOL TTN 210 HYDRLC B. HDWRE TTN 220 HYDRLC BRK PAD TTN 230 HYDRLC PARTS TTN 240 INJCTR FUEL P TTN 250 LAMPS LIGHT TTN 260 LUBRICANTS TTN 270 MISCELLANEOUS TTN 280 SEAL BRG STEMCO TTN 290 SEAL BRG TIMKEN 30 of 36 25D-52 Exhibit 2a Date 08/24/11 Line Abbreviation Group Code 04scription TTN 300 SHOCKS TTN 310 SNOW PLOW PARTS TTN 320 STARTS ALTRNTRS TTN 330 STEER FRONT END TTN 340 SUSPNSN SPRING TTN 350 THERMO KING TTN 360 TOOLS EQUIPNT TTN 370 TRAIL TRCK ACCS TTN 380 TRUCK CAB ACCS TTN 390 WATER PUMPS TTN 400 WHEEL MSTR CYL TTN 410 WHEELS AXLES TTN 420 WIPER BLADES TTN 430 WIRE CABLE TWD 5 FIRSTN AIRBAGS TWD 10 CAMSHAFTS TWD 15 ABS COMPONENTS TWD 20 AIR BRAKE HW TWD 25 BRK SHOE KIT-NW TWD 30 AIR BRAKE SHOES TWD 35 BRAKE DRUMS TWD 40 AIR CMPRSR, ETC TWD 41 SLOAN TWD 50 AC TWD 60 BELTS HOSES TWD 70 BRAKE CALIPERS TWD 80 BRAKE ROTORS TWD 90 CMSHAFT S ADJ TWD 100 CHEMS PAINTS TWD 110 CPLERS L GEAR TWD 120 DONALDSON FLTER TWD 130 DRV SYS CLUT TWD 140 DRIVELINE TWD 150 DRUMS HUBS TWD 160 ENGINE COMPNNTS TWD 170 EXHAUST INTAKE TWD 180 FASTNER FITTING TWD 190 FILTER HARDWARE TWD 200 ABEX TWD 205 ACCURIDE TWD 210 ALCOA TWD 215 ALIGNMENT WEDGE TWD 220 ANCHORLOK TWD 225 ANCO TWD 230 ANCRA TWD 235 ASC WATER PUMPS TWD 240 ASTATIC CB ACCE TWD 243 AUTOMANN TWD 245 BARJAN TWD 250 BARPEK PRODUCTS TWD 255 BARTLETT TWD 260 BENDIX TWD 265 BETTS SPRING TWD 270 BOSTROM TWD 271 BOSTROM 31 of 36 25D-53 Exhibit 2a Date 08/24/11 Line Abbreviation Group Code Description TWD 272 KINEDYNE TWD 273 ANCRA TWD 275 BRAKEPRO TWD 278 BUTLER PRODUCTS TWD 280 BUYERS TWD 282 CAMBRDGE CANVAS TWD 285 CARRAND TWD 290 CHALMERS TWD 295 COLE HERSEE TWD 300 COMMERCIAL INTE TWD 305 CONSOLIDATED ME TWD 310 DANA SPICER TWD 315 DELCO REMY TWD 320 DEXTER TWD 321 DELCO-REMY HD TWD 324 DONALDSON HRDWR TWD 325 DONALDSON TWD 326 DONALDSON OIL TWD 327 DONALDSON AIR TWD 328 DONALDSON FUEL TWD 329 DONALDSON MISC TWD 330 DONOVAN TWD 335 DYCO POLY BUSHI TWD 340 EUCLID TWD 345 EXTEN INC TWD 347 FIAMM TECH INC TWD 350 FIRESTONE TWD 355 FIRESTONE RIDE TWD 360 FLEET ENGINEERS TWD 365 FLEETGUARD FILT TWD 370 FONTAINE TWD 371 DEXTER AXLES TWD 375 FRUEHAUF SUSPEN TWD 377 GOLIGHT INC TWD 380 GATES TWD 385 GOODYEAR AIR SP TWD 390 GRAND GENERAL TWD 395 GRANNING TWD 400 GROVER PRODUCTS TWD 405 GUNITE TWD 410 H PAULIN TWD 415 HADLEY PRODUCT TWD 420 HALDEX TWD 425 HALTEC TWD 430 HAYES LEMMERZ H TWD 435 HD PLUS TWD 440 HD PLUS AIR CON TWD 445 HD PLUS AIR COR TWD 450 HD PLUS BRAKE D TWD 455 HD PLUS BRAKE H TWD 460 HD PLUS BRAKE S TWD 465 HD PLUS BRAKES TWD 470 HD PLUS BUSHING TWD 475 HD PLUS CALIPER TWD 480 HD PLUS CAMS 32 of 36 25D-54 Exhibit 2a Date 08/24/11 Line Abbreviation Group Code Description TWD 485 HD PLUS CAMSHAF TWD 490 HD PLUS CLUTCHE TWD 495 HD PLUS DRIVESH TWD 500 HD PLUS FRONT E TWD 501 WATER PUMPS TWD 505 HD PLUS MIRRORS TWD 510 HD PLUS REMAN F TWD 511 BENDIX TWD 515 HD PLUS SLACK A TWD 520 HD PLUS SPRING TWD 521 BETTS SPRING TWD 525 HD PLUS SPRINGS TWD 530 HD PLUS STEERIN TWD 531 DONOVAN TARPS TWD 535 HD PLUS SUSPENS TWD 540 HD PLUS SUSPENS TWD 541 EUCLID TWD 545 HD PLUS UBOLT TWD 550 HD PLUS U JOINT TWD 551 ENGINEERS TWD 555 HD PLUS WHEEL H TWD 558 HD PLUS WHEELS TWD 559 HD WHL BOLT&NUT TWD 560 HENDRICKSON TWD 561 CLUTCHES TWD 565 HOLLAND TWD 570 HORTON TWD 571 U-JOINTS TWD 575 HUTCHENS TWD 580 JACKSON LEA POL TWD 581 MARATHON PADS TWD 585 JETCO LIGHTING TWD 590 KIDDE TWD 591 MEI AIR SOURCE TWD 595 KINEDYNE TWD 600 KONETA RUBBER TWD 601 THREADED ROD TWD 605 LABEL MASTER TWD 610 LEAF SPRING BOL TWD 611 PERF FRICTION TWD 615 LEAF SPRING BUS TWD 620 LEAF SPRING U-B TWD 621 VELVAC TWD 625 LEECE-NEVILLE TWD 630 LOADSHARE AIR S TWD 635 MARATHON TWD 640 ME[ AIRSOURCE TWD 645 MGM BRAKES TWD 646 MIDWST TRK&AUTO TWD 650 MISC TWD 655 MONROE TWD 660 MOTOR WHEEL COM TWD 662 MS CARITA TWD 665 MTC SPRINGS TWD 670 MTC THREADED RO 33 of 36 25D-55 Exhibit 2a Date 08/24/11 Line Abbreviation Group Code Description TWD 675 NATIONAL SEALS TWD 680 NEWAY TWD 685 OBSOLETE TWD 690 TEMRO TWD 695 PERFORMANCE FRI TWD 700 PHILATRON TWD 705 PHILLIPS & TEMR TWD 710 PINS TWD 715 PREMIER MFG PRO TWD 720 PRIME WIRE AND TWD 725 PYRENE TWD 730 REYCO TWD 735 RIDEWELL SUSPEN TWD 740 ROBOND WHEEL SP TWD 745 MERITOR TWD 750 RUBBER BUMP & W TWD 755 SEALCO TWD 757 SERVICE PLUS TWD 760 SILAPRENE TWD 765 SKF- CR TWD 770 SLOAN TWD 775 SPECTRA PRODUCT TWD 780 STAR WARNING TWD 785 STEMCO TWD 790 THE WISE CO. TWD 795 TIGER TOOL TWD 800 TIMKEN TWD 805 TIMBREN TWD 810 TOP TAPE & LABE TWD 815 TRAILMOBILE SUS TWD 820 TRICO TWD 825 TRUCKLITE TWD 830 TRUCK SUSPENSIO TWD 835 TRUCKERS TWD 840 TUTHILL (RAYCO) TWD 845 UTILITY TRAILER TWD 850 VELVAC TWD 855 WAGNER LIGHTING TWD 860 WALKER EXHAUST TWD 865 WALTHER EMC TWD 870 WEBB WHEEL PROD TWD 875 WHEEL CHECK TWD 880 WHITING TRAILER TWD 885 WILLIAMS UP 5 EQUIP MISC UP 7 TRAILER BRAKES UP 9 Added by MIC UP 10 BRAKE PARTS UP 11 HYDRAULIC KITS UP 12 MAXI-PACKS UP 13 MASTER CYLINDER UP 14 WHEEL CYLINDERS UP 15 BRAKE HOSES UP 16 ABS SENSORS UP 17 SELF ADJ KIT 34 of 36 25D-56 Exhibit 2a Date 08/24/11 Line Abbreviation Group Code Description UP 18 REMAN ABS UP 19 CLUTCH HYDR UP 20 SPEEDO CABLES UP 21 Added by MIC UP 22 Added by MIC UP 23 CLUTCH HOSES UP 25 Added by MIC UP 27 Added by MIC UP 28 Added by MIC UP 29 Added by MIC UP 35 H-D BRAKE DRUMS UP 40 BRAKE HARDWARE UP 50 BRAKE CABLES UP 60 HUB ROTORS UP 61 HUB RTR-NB DUP. UP 62 UP 70 PERF ROTORS UP 199 PISTON CUSHIONS UP 200 PREMIUM PADS UP 205 SD PADS UP 207 CMX PADS UP 208 WHAT IT IS DUDE UP 210 PREMIUM SHOES UP 215 SD SHOES UP 220 PARK BRAKE SHOE UP 400 BRAKE DRUMS UP 500 442-CALIPS W AE UP 505 442-W SD PADS UP 507 442-W CMX PADS VAL 5 VALVOLINE VAL 10 1, 5 55 GAL VAL 15 GREASES VAL 20 CHEMICALS VAL 25 MOTOR OILS VAL 30 ATF GEAR OIL VAL 35 HYDRAULICS VAL 40 MOTOR OILS VAL 45 PYROIL VAL 50 CHEMICALS VAL 55 HYDRAULICS VG 20 BERNZOMATIC VG 40 GRIP & VISES VG 41 HAND TOOLS VG 42 CUTTING TOOLS VG 43 PROSNIPS VG 45 STORAGE VIS 25 VISTA-PRO A/C VMF 10 VEH MAINT-10 VMF 15 VEH MAINT-15 VMF 20 VEH MAINT-20 VMF 30 VEH MAINT-30 WD 60 WD 40 WH 5 WEATHERHEAD WH 7 TOOLNG-ALL OTHR WH 10 BRASS PRODUCTS 35 of 36 25D-57 Exhibit 2a Date 08/24/11 Line Abbreviation Group Cade Description WH 12 E-Z CLIP WH 15 BRASS CONTENTS WH 20 HOSE ENDS WH 25 FA135 ASSORT WH 27 CA50 ADD'L NOS. WH 30 HOSE-ALL OTHER WH 40 BOS INDSTR HOSE WH 45 SYNFLEX PROD WH 50 QD & SWIVL JNTS WH 55 Z-SERIES HOSE WH 60 4SP/6SP PROD WH 65 ACC & PREHSE WH 70 SILICON HOSE WH 80 STEEL ADAPTERS WH 85 430U & H430 WH 105 CABINETS WH 110 CRIMP MACH&PKG WH 140 ASSORTMENTS WIL 5 REMAN ELECTRIC WIL 10 NEW ELECTRIC WIP 5 EXACT FIT WIP 7 INTEGRAL BLADES WIP 10 EXACT FIT BULK WIP 15 REGULAR REFILL WIP 20 REGULAR ARMS WIP 25 TEFLON BLADES WIP 27 TEFLON REFILLS WIP 30 TEFLON WINTER WIP 40 NEOFORM WIP 45 WINTER BLADES WIP 50 WINTER BULK WIP 55 H. D. BLADES WIP 60 H. D. WINTER WIP 65 H. D. REFILLS WIP 70 H. D. ARMS WIP 75 OKTANE BLADES WIP 80 CLASSIC BLADES WIP 90 ADAPTR KIT/PACK WIP 100 AQUAPEL PRODUCT WIP 140 MERCHS & ASSORT WLD 5 DISPLAYED ITEMS WLD 10 EQUIPMENT WLD 20 ACCESSORIES WLD 30 RODS ELECTRODES WP 220 W/PUMPS-REMAN XXX 10 NTL TEXTILES XXX 30 NAPA OIL DRY XXX 60 WD-40 36 of 36 25D-58 EXHIBIT 3 Pricing schedule for Buyout/Outsourced Products and Services. The following schedule shall detail the pricing OCAP will charge for items which are NON-NAPA and must be purchased outside of the NAPA system (buyouts), generally through a network of local or non-local automotive or parts supply warehouses. Any freight or shipping charges will apply, but are rare. OCAP will not charge a handling fee. Purchase Amount Price $1-$50 Cost + 25% $50.01 - $500 Cost + 20% $500.01 and higher Cost + 15% 25D-59 25D-60 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: CLERK OF COUNCIL USE ONLY: DECEMBER 19, 2011 TITLE: APPROVED ? As Recommended AMEND AGREEMENT WITH MACIAS GINI & ? As Amended O'CONNELL LLT FOR SINGLE AUDIT OF FEDERAL El Ordinance on 151 Reading ? Ordinance on 2nd Reading AND CALIFORNIA GRANTS SERVICES ? Implementing Resolution ? Set Public Hearing For CONTINUED TO FILE NUMBER CITY MANAGER RECOMMENDED ACTION Authorize the City Manager and Clerk of the Council to execute the attached agreement with Macias Gini & O'Connell, LLP, subject to non-substantive changes approved by the City Manager and City Attorney, to provide for the Single Audit of Federal and California Grants audit services, the preparation of final tax returns for the Santa Ana Empowerment Zone, and a contingency of $7,250 for additional services which may be approved by the City Manager, for a total amount not to exceed $42,500. DISCUSSION On May 1, 2006 the City Council awarded a contract to Macias Gini & O'Connell, LLP for comprehensive financial audit services for a four-year period covering fiscal years 2005-06 thru 2008-09. The contract was amended on June 2, 2008 for additional services to implement new auditing standards. On March 1, 2010 staff exercised the final two year contract extensions. Over the past few years local government agencies have had to respond to increased audit standards especially in areas of special grant funding. With the passage of the American Recovery and Reinvestment Act (ARRA) of 2009, the City has received $8,165,864 and $14,811,241 in fiscal years 2010 and 2011, respectively. Some of the projects and programs included $4.4 million to improve residential streets, $1.7 million used for the Homelessness Prevention and Rapid Re-Housing Program, $4.3 million used for Youth, Adult, Dislocated Worker and Rapid Response Programs, $6.2 million used for Neighborhood Stabilization Program, as well as $6.4 million for the Energy Conservation program. Under the new audit standards that are required under Section 1512, recipients are required to report quarterly accounting for the receipt of funds. On May 4, 2010 the Office of Management and Budget highlighted additional steps beyond existing policies and procedures that are necessary to carry out the President's directive for more aggressive action in addressing recipients who are non- compliant. 25E-1 Amend Agreement with Macias Gini & O'Connell LLP For ARRA programs Financial Audit Services December 19, 2011 Page 2 Due to the unprecedented scope and importance of addressing these additional audit requirements for ARRA funds, staff is recommending enhancing the scope of services provided by Macias Gini & O'Connell. It is estimated that the additional audit services, the preparation of the final tax returns for the Santa Ana Empowerment Zone and contingency for other unforeseen audit requirements will total approximately $42,500. This will complete all audit services required from Macias Gini & O'Connell under their existing agreement. Staff will be seeking new proposals for audit services in the coming year. FISCAL IMPACT Funds for these services are available in the Community Development Block Grant program (13518780-62300), the Workforce Investment Act programs (12318748-62400), the Neighborhood Stabilization program (14218761-62400), and Public Works - Administrative Services (10117601-62300) for their respective costs. Francisco Gutierrez Executive Director Finance and Management Services Agenc4/ 25E-2 FOURTH AMENDMENT TO AUDITING SERVICES AGREEMENT THIS FOURTH AMENDMENT TO AUDITING SERVICES AGREEMENT is entered into on December 19, 2011, by and between MACIAS GINI & O'CONNELL, LLP, a California limited liability partnership ("Consultant") and the CITY OF SANTA ANA, a charter city and municipal corporation of the State of California ("City"). RECITALS: A. The City and Moreland and Associates entered into Consultant Agreement A-2006- 108, dated May 5, 2006, (hereinafter "said Agreement") by which Consultant has provided comprehensive financial audit services. B. By written Assignment N-2008-052, dated April 11, 2008, Moreland and Associates assigned its rights and obligations in said Agreement A-2006-108 to Macias Gini & O'Connell, LLP. C. In accordance with the terms and conditions of said Agreement, the parties wish to amend the Scope of Services to provide for additional audit services required by the American Recovery and Reinvestment Act ("ARRA") and the Community Development Block Grant ("CDBG") programs, include the preparation of final tax returns for the Santa Ana Empowerment Zone, and increase the compensation to pay for the additional services. WHEREFORE, in consideration of the covenants contained in said Agreement, and subject to all the terms and conditions of said Agreement, except those amended in this Fourth Amendment to Auditing Services Agreement, the parties agree as follows: 1. Section 1, SCOPE OF SERVICES, shall be amended to provide that in addition to the services set forth in said Agreement, as previously amended, Consultant will provide the following services: a. Consultant shall for the fiscal year ended June 30 2010, and for the fiscal year ended June 30, 2011, include in its audit services, an audit of all major programs which received funding through the American Recovery and Reinvestment Act, and provide additional audit services necessary to comply with increased requirements of the Community Development Block Grant Program, as set forth in Consultant's Proposal dated March 8, 2011, attached hereto as Exhibit A-3 and incorporated by reference. b. Consultant shall prepare a Final Tax Return for the Santa Ana Empowerment Corporation, and provide related consulting services, as set forth in Consultant's Proposal dated November 21, 2011, attached hereto as Exhibit A-4 and incorporated by this reference. 25E-3 2. Section 2.a. COMPENSATION, shall be amended to provide that in addition to the fees previously authorized, Consultant will accept as total payment for the required additional auditing services and tax services, the following fees: • Fiscal year ending June 30, 2010 - additional audit services $14,000 • Fiscal year ending June 30, 2011- additional audit services $14,400 • Santa Ana Empowerment Corporation (SAEC) Federal & California Final Tax Returns Approximately $1,500 • SAEC Tax Authority Representation, if necessary Approximately $2,000 The total fees for additional services set forth in this Fourth Amendment to Agreement shall not exceed $35,000.00. 3. Except as amended hereinabove, all terms and conditions of said Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment to Auditing Services Agreement on the date and year first written above. CITY OF SANTA ANA ATTEST: MARIA D. HUIZAR PAUL M. WALTERS Clerk of the Council Interim City Manager APPROVED AS TO FORM: JOSEPH STRAKA Interim City Attorney By: Laura Sheedy Assistant City Attorney MACIAS GINI & O'CONNELL, LLP LINDA C. HURLEY Partner 25E-4 Certned ftbUc Accoutttan1A a._ra nee u~ • b'daln t creek • }a4+Hn:J • ir)5 Augelr5 • f;Nntvey (-itv • N 1wp-t !1 acI • San, OiBgo mgocpa.com March 8, 2011 Francisco Gutierrez Director of Finance & Management Services City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 Dear Mr. Gutierrez: The fee for the 2010 single audit agreed to in our engagement letter dated January 26, 2010, was $14,000 for up to 5 major programs. During our single audit for the fiscal year ended June 30, 2010, we identified nine major programs required to be tested under the OMB Circular A-133: CFDA No. Program Name 11.555 Public Safety Interoperable 14.218, 14.253 Community Development Block Grant Cluster 14.239 Home Improvement Partnership Program 14.257 Homelessness Prevention and Rapid Re-Housing Program 16.710 Public Safety Partnership and Community Policing Grant Program 17.258, 17.259, 17.260 Workforce Investment Act Cluster 20.205, 20.219 Highway Planning and Construction Cluster 81.128 Energy Efficiency and Conservation Block Grant Program 97.008, 97.067, 97.071 Homeland Security Grant Program Cluster The increase in the number of major programs required to be audited was primarily attributable to the funding received under the American Recovery and Reinvestment Act ARRA , which affected six of the nine programs selected. In addition, there were significant changes to the Community Development Block Grant (CDBG) program (CFDA #14.218 and 14.253), which included 3 distinct sub-programs (CDBG, CDBG-ARRA, and NSPI) with different compliance requirements and control environments. Due to the additional programs and effort required to complete the single audit for 2010, we are requesting additional fees in the amount of $14,000. Should you have any questions of would like to discuss our quote further, please call me at 949.296.4340. Thank you for the opportunity to be of service to the City of Santa Ana. Sincerely, Linda C. Hurley, CPA Partner ICCO S Street 2 N al •o-rda B'ad 505 14th St+eet 515 5. rlgnerra Street 2029 Cem,- Par4_ East 12,01 Dove Street 225 Bro.3&,ay w Ste 30.0 Suite 7`2 5th dour S..ae 325 Swte- 50-0 Suite 680 Suite 1750 Sa_ram,"" Vdalnut Crcer Oak;and f -5 Los Angeles Ne.vpont Bea& San Diego CA 95816 CA 95496 CA 9,161 CA 40067 CA 92660 CA 92101 Certified PabHC Accountants. mgocpa.con December 1, 2011 PERSONAL AND CONFIDENTIAL Mr. Francisco Gutierrez City of Santa Ana 20 Civic Center Plaza M-25 Santa Ana, CA 92701 Engagement Letter & Agreement to Provide Professional Tax Services Dear Mr. Gutierrez: We appreciate the opportunity to provide tax services to Santa Ana Empowerment Corporation - ("the Company"). This engagement letter and attachment(s) (collectively, this "Agreement") are intended to confirm the general nature and scope of services that Macias Gini & O'Connell, LLP ("MGO" or "we") will provide to the company. Scope of Tax Services With respect to the following fiscal year-end corporate tax filings our services will include the preparation of the following final tax returns for the Company: Santa Ana Empowerment Corporation, February 28, 2011 • Federal Form 990EZ; Federal Return of Organization Exempt from Income Tax • California Form 199 or other state forms as appropriate We will also assist in representing you regarding a late filing tax notice concerning the above matters (or other matters as specifically requested in writing by the Company) should any such matters be raised by the Internal Revenue Service (the "IRS") or other tax authorities (the "Tax Authority"); we believe they are likely to contact you regarding the late filing or certain related tax matters (a "tax matter"). Our work in connection with the representation of the Company does not include any procedures designed to disclose defalcations or other irregularities, should any exist. We may perform analysis, research or prepare correspondence, memoranda, protests, etc., as we find and advise appropriate to properly represent you during any tax matter. In connection with our representation of the Company we will not agree to tax matter adjustments or make any decisions for you without your express written authorization to do so. , , Mr. Francisco Gutierrez City of Santa Ana December 1, 2011 Page 2 We will use our judgment in dealing with tax matter issues where the tax law is unclear, where there may be conflicts between the Tax Authority's interpretations of the law and other supportable positions. Any proposed adjustments by Tax Authorities are subject to certain rights of appeal. During the course of the engagement, we may make good faith recommendations to you regarding the settlement of disputed issues, or the payment of or refusal to pay additional tax, penalties or interest as may be asserted by the Tax Authority. In the event you refuse to accept and act in accordance with such good faith recommendations, we may (solely at our discretion) be relieved of the obligation to provide any further representation services on your behalf. The Tax Authority may assess taxes, interest, penalties, etc., regardless of the actions, arguments or recommendations made or taken by us in the course of our representation of you. We shall not, under any circumstances, be liable or responsible for the payment of any assessments of tax, interest or penalty to the Tax Authority resulting from the tax matter or otherwise. Terms and Conditions The terms of this Agreement shall be governed by and in accordance with Attachment A of this letter, which is an important part hereof and should be read carefully. You should be aware that services under this Agreement may be provided to you by a non-licensee owner; that is, by an owner of the firm who, because of his or her specialty, is not individually licensed as a Certified Public Accountant. All professional services performed, including any additional services that may be requested shall be governed and construed in accordance with this Agreement including attachment(s). Fees Our tax service fees for the tax return preparation, compliance or representation services, including responding to a late filing penalty notice that may be assessed by one or more of the Taxing Authorities as described above are estimated at this time as follows: • Federal & California Final tax returns. Approximately $1,500. • Tax Authority Representation, if necessary. Approximately $2,000. Our fees for the tax services described above will be based on our standard rates (discounted to 65%). The above fee is based on anticipated cooperation from your personnel and the assumption that unexpected circumstances will not be encountered during the performance of the tax services. If significant additional time is necessary, we will discuss it with you and arrive at a new fee estimate before we incur the additional costs. 25E-7 Mr. Francisco Gutierrez City of Santa Ana December 1, 2011 Page 3 We may also bill for reasonable out-of-pocket expenses and our internal charges for certain support activities. Our internal charges include certain flat-rate amounts that reflect an allocation of estimated costs, including those associated with airline ticketing, travel and general office services, such as computer usage, telephone charges, facsimile transmissions, postage and photocopying. We leverage our size to achieve cost savings for our clients in all areas of expense, including those covered by internal charges, and use this system of allocation to minimize total costs. Billing Arrangements Our billing invoices for these professional services, plus any out-of-pocket expenses, will generally be billed at least monthly. Amounts are due and payable upon receipt. If you wish to inquire about your billing or about the services that have been rendered, please call our office when you receive the invoice. If an account has fees that are not paid in a timely manner, then all work will be stopped. Interest will also be charged to past due amounts. We know that you understand this concept and employ good fiscal procedures over your collections and, accordingly, we look forward to your cooperation and understanding. Obligations of the Company You agree that the Company will cooperate fully and completely with us in connection with its representation hereunder, and that all records, documentation and information we request in connection with any tax matter of the federal and state tax returns will be made available to us (including those pertaining to related parties), that all material information will be disclosed to us, and that we will have full cooperation, and unrestricted access to, your personnel during the course of the engagement. Upon receipt of any notices, correspondence or communication of any type or kind from the Tax Authority, the Company shall immediately notify us by telephone and promptly thereafter provide us with copies of all written communications received. 25E-8 Mr. Francisco Gutierrez City of Santa Ana December 1, 2011 Page 4 Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable laws, regulations, or published interpretations, but if any provisions of this Agreement shall be deemed prohibited, invalid, or otherwise unenforceable for any reason under such applicable laws, regulations, or published interpretations, such provision shall be ineffective only to the extent of such prohibition, invalidity, or unenforceability and such revised provisions shall be made a part of this Agreement as if it was specifically set forth herein. Furthermore, the provisions of the foregoing sentence shall not invalidate the remainder of such provisions or other provisions of this Agreement. We believe the foregoing correctly sets forth our understanding; however, if you have any questions, please let us know. If you find the foregoing arrangements acceptable, please acknowledge your agreement by signing and returning to us a copy of this letter. We value your business and we are looking forward to many years of providing quality professional services to your Company. Very truly yours, MACIAS GINI & O'CONNELL LLP By: Thomas J. Forb Tax Partner Acknowledged: By: c n Date: ~2 I t3 /'?-C Mr. Francisco Gutierrez Attachment A - Terms and Conditions cc: Linda Hurley 25E-9 Mr. Francisco Gutierrez City of Santa Ana December 1, 2011 Page 5 ATTACHMENT A TERMS AND CONDITIONS 1. Services. It is understood and agreed that our services frequently include advice and recommendations, but all decisions in connection with the implementation of such advice and recommendations shall be your responsibility. In connection with our services, Macias, Gini, & O'Connell, LLP ("MGO") shall be entitled to rely on all representations, decisions and approvals made by you. You agree to release, hold harmless and indemnify MGO and its personnel from any liability and costs relating to our services under this agreement attributable to any misrepresentations by you. This indemnification will not be applicable if it is prohibited under prevailing law, regulations or published interpretations. These Terms and Conditions, along with the engagement letter to which these Terms and Conditions are attached (the "Engagement Letter") and all attachments thereto, are collectively, this "Agreement." 2. Term. Unless term' mated earlier in accordance with its terms this Agreement shall terminate on the completion of MGO's services hereunder. Each party shall have the right to terminate this Agreement at any time by giving written notice to the other party not less than 10 business days before the effective date of termination. In the event of termination pursuant to this paragraph, you agree to compensate MGO for services performed and expenses incurred through the effective date of termination. 3. MGO Liability. You agree that MGO and its members, partners, employees and agents shall not be liable to you for any claims, liabilities or expenses relating to this Agreement for an aggregate amount in excess of the fees paid by you to MGO pursuant to this Agreement, except to the extent finally judicially determined to have resulted from the gross negligence or intentional misconduct of MGO or its members, partners, employees or agents. In no event shall MGO or its members, etc., be liable for consequential, special, indirect, incidental, punitive or exemplary losses or damages relating to this engagement. This limitation on liability provision shall apply to the fullest extent of the law, whether in contract, statute, tort (such as negligence) or otherwise. 4. Third Parties and Internal Use. Except as otherwise agreed, all services hereunder shall be solely for your internal purposes and use, and this engagement does not create privity between MGO and any person or party other than you ("Third Party"). This engagement is not intended for the express or implied benefit of any Third Party. No Third Party is entitled to rely, in any manner or for any purpose, on the advice, opinions, reports or other services of MGO. You are, however, authorized to disclose any and all aspects of our advice, opinions, reports or other services to any persons without limitation. Since our advice, opinions, reports or other services are solely for your benefit and are not to be relied upon by others, you must inform anyone to whom you make disclosures that they may not rely upon our advice, opinions or reports without our written consent. 25E-10 Mr. Francisco Gutierrez City of Santa Ana December 1, 2011 Page 6 5. Information and Data. MGO shall be entitled to assume, without independent verification, that all representations, assumptions, information and data supplied by you and your representatives will be complete and accurate to the best of your knowledge. MGO may use information and data furnished by others; however, MGO shall not be responsible for, and MGO shall provide no assurance regarding, the accuracy of any such information or data. Except as specifically provided, MGO shall not assume any responsibility for any financial reporting with respect to the services provided hereunder. You shall be responsible for all financial information and statements provided with respect to any services performed hereunder. MGO shall have no responsibility to address any legal matters or questions of law. 6. Professional Advice. It is our policy to provide all professional advice in writing. You should not rely on any advice that has not been issued in final form in writing by MGO. i 7. Federally-Authorized Tax Practitioner Privilege. Communications between you and us/our Firm may be privileged under IRC § 7525 in a manner similar to communications between a client and an attorney, and disclosure of such information may result in waiver of such privilege. While MGO will not take actions to cause a waiver of such privilege unless required to by law, MGO will not take affirmative steps to protect or assert privilege claims on your behalf unless specifically engaged to do so. 8. Consent for Disclosure. Your privacy is very important to us. In the course of maintaining your privacy and pursuant to recent regulations, we are required to obtain your consent before we can disclose the Company's tax return information to any third party or use your tax return information for the purpose of providing you with materials and information including newsletters regarding general business topics, news about MGO USA, invitations to MGO-sponsored events, and other business-related items that may be of interest to you. By signing this Agreement you are consenting to MGO's disclosure or use of any information provided in connection with the preparation of your tax returns pursuant to this Agreement along with the disclosure or use of prior years' tax return information provided to MGO. Your consent will allow MGO to disclose your tax return information to MGO alliance members, affiliates, related entities or independent contractors who are involved in providing tax consulting, preparation or review services or to use your tax return information for a period of up to five years from the date of this Agreement. Disclosure may be made to MGO affiliates, related entities or independent contractors located outside the United States and may include all of the information included in your tax return. You may request a more limited disclosure of your tax return information by informing MGO. 9. Disclosure of Certain Transactions. The Internal Revenue Code and Treasury regulations require that taxpayers disclose to the Internal Revenue Service their participation in certain types of transactions. The failure to properly disclose such transactions may result in the 25E-11 Mr. Francisco Gutierrez City of Santa Ana December 1, 2011 Page 7 imposition of substantial penalties. These transactions include: (1) certain "reportable transactions" including those identified by the Internal Revenue Service as "Listed Transactions" (or transactions considered to be substantially similar to a Listed Transaction); (2) certain "uncertain tax positions," for which a corporate taxpayer or related party has recorded a reserve in an audited financial statement; and (3) transactions lacking economic substance. (A transaction is treated as having economic substance where the transaction changes in a meaningful way [apart from federal income tax effects] the taxpayer's economic position, and the taxpayer has a substantial purpose [apart from federal income tax effects] for entering into such transaction.) Disclosure may also be required of transactions entered into in the course of your business that may be considered typical. In addition, certain state tax shelter rules require taxpayers to file reportable transactions disclosure statements with the appropriate state income and franchise tax returns, if applicable. In connection with the performance of tax services covered by this Agreement, you agree to assume responsibility for adequate disclosure of all reportable transactions, reportable uncertain tax positions, and/or transactions lacking economic substance which the Company has entered into. At your request, we will provide you with a Reportable Transaction Questionnaire to assist you in identifying reportable transactions which the Company may have entered into. We will advise you if we identify any reportable transactions based upon information that comes to our attention. We cannot, however, take responsibility for the identification of reportable transactions, reportable uncertain tax positions, or transactions lacking economic substance. Further, MGO will not be liable for any penalties that may be incurred with respect to any failure to adequately and timely disclose any reportable transactions or transactions lacking economic substance. 10. Filing Tax Returns. You agree to file the tax returns as prepared by MGO without any modifications. If modifications must be made to the tax returns prior to filing, you agree to obtain our written approval in advance. 11. E-mail Communication. In connection with the performance of our services we may communicate with you or others via email transmission. As emails can be intercepted and read, disclosed or otherwise used or communicated by an unintended third party, or may not be delivered to each of the parties to whom they are directed and only to such parties, we cannot guarantee or warrant that emails from us will be properly delivered and read only by the addressee. Therefore, we specifically disclaim and waive any liability or responsibility whatsoever for interception or unintentional disclosure or communication of email transmissions, or for the unauthorized use or failed delivery of emails transmitted by us in connection with the performance of this engagement. In that regard, you agree that we shall have no liability for any loss or damage to any person or entity resulting from the use of email transmissions, including any consequential, incidental, direct, indirect or special damages, such as loss of revenues or anticipated profits, or disclosure or communication of confidential or proprietary information. 25E-12 Mr. Francisco Gutierrez City of Santa Ana December 1, 2011 Page 8 12. Record Retention. We want you to be aware of our record retention policy with respect to your tax files and related documentation. Based on our present policies, we will maintain this information either in hard copy or electronic format fora period of eight years, after which it will be destroyed. We may modify our record retention policies from time to time in accordance with our professional obligations. It is, therefore, important for you to keep the copies of tax returns and related supporting data in your files. 13. Governing Law and Severability. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California (without giving effect to the choice of law principles thereof). If any portion of this Agreement, including without limitation any portion of this Agreement addressing dispute resolution, indemnification or limitation of liability, is held to be void, invalid or otherwise unenforceable in whole or in part, for any reason whatsoever, such portion of the Agreement shall be amended to the minimum extent required to make the provision enforceable and the remaining portions of this Agreement shall remain in full force and effect. 14. Dispute Resolution Procedure. If any dispute, controversy or claim arises in connection with the performance or breach of this Agreement, either party may, upon written notice to the other party, request facilitated negotiations. Such negotiations shall be assisted by a neutral facilitator acceptable to both parties and shall require the best efforts of the parties to discuss with each other in good faith their respective positions and, respecting their different interests, to finally resolve such dispute. Each party may disclose any facts to the other party or to the facilitator, which it, in good faith, considers necessary to resolve the dispute. However, all such disclosures will be deemed in furtherance of settlement efforts and will not be admissible in any subsequent litigation against the disclosing party. Except as agreed by both parties, the facilitator shall keep confidential all information disclosed during negotiations. The facilitator shall not act as a witness for either party in any subsequent arbitration between the parties. Such facilitated negotiations shall conclude within sixty days from receipt of the written notice unless extended by mutual consent. The parties may also agree at any time to terminate or waive facilitated negotiations. The costs incurred by each party in such negotiations will be borne by it; the fees and expenses of the facilitator, if any, shall be borne equally by the parties. If any dispute, controversy or claim arises in connection with the performance or breach of this Agreement and cannot be resolved by facilitated negotiations (or the parties agree to waive that process) then such dispute, controversy or claim shall be settled by arbitration. The arbitration proceeding shall take place in the city in which the MGO office providing the relevant services exists, unless the parties agree to a different locale. The proceeding shall be governed by the provisions of the Federal Arbitration Act ("FAA") or, if a court of competent jurisdiction determines the FAA inapplicable, by the laws of the state in 25E-13 Mr. Francisco Gutierrez City of Santa Ana December 1, 2011 Page 9 which the proceeding is to take place. In any arbitration instituted hereunder, the proceedings shall proceed in accordance with the then current Arbitration Rules for Professional Accounting and Related Disputes of the American Arbitration Association , except that no pre-hearing discovery shall be permitted unless specifically authorized by the arbitration panel. Such arbitration shall be conducted before a panel of three persons, one chosen by each party and the third selected by the two party-selected arbitrators. The arbitration panel shall have no authority to award non-monetary or equitable relief, and any monetary award shall not include punitive damages. The confidentiality provisions applicable to facilitated negotiation shall also apply to arbitration. The award issued by the arbitration panel may be confirmed in a judgment by any federal or state court of competent jurisdiction. 15. Independent Contractor. MGO and you acknowledge that the relationship between the parties to this Agreement is exclusively that of an independent contractor and that MGO's obligations to you are exclusively contractual in nature. This Agreement does not create an agency, employment, partnership joint venture, trust or other fiduciary relationship between the parties. Neither party shall have the right to bind the other to any Third Party nor otherwise to act in any way as a representative or agent of the other except as otherwise agreed in writing between the parties. 16. Entire Agreement. This Agreement sets forth the entire agreement between the parties with respect to the subject matter herein, superseding all prior agreements, negotiations or understandings, whether oral or written, with respect to such subject matter. To the extent that any of the terms and conditions of the Engagement Letter conflict with these Terms and Conditions, these Terms and Conditions will control. This Agreement may not be changed, modified or waived in whole or part except by an instrument in writing signed by both parties. 25E-14 REQUEST FOR COUNCIL ACTION Y CITY COUNCIL MEETING DATE: CLERK OF COUNCIL USE ONLY: December 19, 2011 TITLE: APPROVED ? As Recommended AGREEMENT TO PROVIDE ANNUAL El Amended El Or dinance on 1S` Reading MAINTENANCE AND SUPPORT FOR ? Ordinance on 2nd Reading SIMPLEX/GRINNELL LP. ? Implementing Resolution ? Set Public Hearing For ) CONTINUED TO FILE NUMBER CITY MANAGER RECOMMENDED ACTION Authorize the City Manager and Clerk of the Council to execute the attached amendment to the agreement with Simplex/Grinnell LP, for the annual maintenance and support of the Electronic Door Access System in an amount not to exceed $14,796.00, subject to non-substantive changes approved by the City Manager and City Attorney. DISCUSSION On July 6, 2009, Council approved the agreement with Simplex/Grinnell LP, to provide annual maintenance and support of the Electronic Door Access System. The Police Department currently uses the card access control system as a part of the controlled entry into the Police Administration Building, Jail facility, and a portion of City Hall. The Santa Ana Police Department wishes to amend said Agreement to provide for an additional year of basic service and maintenance. This system is proprietary and can only be serviced by Simplex/Grinnell LP. The recommended action will allow for continuous service to the Santa Ana Police Department, the Jail facility, and Santa Ana City Hall. FISCAL IMPACT Funds are available in the Police Department's Computer Services fund (account no. 01114425- 62300). APPROVED AS TO FUNDS AND ACCOUNTS: Paul M. Walters Francisco Gutierrez ,.,w Interim City Manager Executive Director - 0 Police Department Finance & Mgmt. Services Agency 25F-1 25F-2 THIRD AMENDMENT TO CONSULTANT AGREEMENT THIS THIRD AMENDMENT TO AGREEMENT, is entered into this day of 2011, by and between Simplex/Grinnell LP, 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. City and Consultant entered into Agreement No. N-2008-160, dated December 1, 2008, for the service and maintenance of electronic door access systems (hereinafter "said Agreement"). B. City and Consultant entered into a First Amendment to Agreement No. A-2009-195, dated October 1, 2009, amending the Scope of Services to provide system testing and maintenance services, amending compensation to pay for additional services, and extending the term of the Agreement for an additional one-year period. C. City and Consultant entered into a Second Amendment to Agreement No. A-2010-229, dated November 1, 2010, amending the Scope of Services to provide system testing and maintenance services, amending compensation to pay for additional services, and extending the term of the Agreement for an additional one-year period. D. In accordance with the terms and conditions of said Agreement, the Parties desire to extend the term of said Agreement for an additional one-year period, increase compensation to pay for services provided during the extended tern, and delete and replace the indemnification language. NOW, THEREFORE, in consideration of the mutual and respective promises, and subject to all the terms and conditions of said Agreement, except as herein modified, the parses agree as follows: 1. Section 2, COMPENSATION, shall be amended to increase compensation to an amount not to exceed $14,796.00 to pay for system testing and maintenance services provided during the extended term. 2. Section 3, TERM, shall be amended to extend the term of said Agreement for an additional one-year period through October 31, 2012. 3. Section 6, INDEMNIFICATION, shall be deleted in its entirety and replaced with the following: 25F-3 "Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 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 terns 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. Such indemnification does not extend to any incidents of negligence, malicious actions or omissions, or intentional misconduct by the City of Santa Ana, its officers, employees, and/or agents." 4. Except as heremabove modified, all terms and conditions of said Agreement shall remain in full force and effect. 25F-4 IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment to Agreement on the date and year first written above. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Third Amendment to Agreement. ATTEST: CITY OF SANTA ANA MARIA D. HUIZAR PAUL M. WALTER S Clerk of the Council Interim City Manager APPROVED AS TO FORM: OFFICE OF THE CITY ATTORNEY SIMPL,EX/GRINN LP TE A L. JUDD (NAME) _ %STEP ~E RHEAUME Assistant City Attome ) (Title Total en ice Manager 25F-5 25F-6 REQUEST FOR COUNCIL ACTION %,two) CITY COUNCIL MEETING DATE: CLERK OF COUNCIL USE ONLY: DECEMBER 19, 2011 TITLE APPROVED AMENDMENT TO AGREEMENT ? As Recommended WITH CORDOBA CORPORATION TO ? As Amended CONDUCT GO LOCAL STEP 2 ? Ordinance on 15t Reading ? Ordinance on 2"d Reading TECHNICAL ANALYSIS FOR THE ? implementing Resolution FIXED GUIDEWAY PROJECT ? Set Public Hearing For (PROJECT 092505) - CONTINUED TO (1 FILE NUMBER CITY MANAGER RECOMMENDED ACTION Authorize the City Manager and Clerk of the Council to execute the attached amendment to the agreement with Cordoba Corporation, in an amount not to exceed $120,800 for additional technical analysis associated with the preparation of the environmental document for the project, subject to nonsubstantive changes approved by the City Manager and City Attorney. DISCUSSION The Cities of Santa Ana and Garden Grove are working collaboratively with OCTA on the Santa Ana and Garden Grove Fixed Guideway Project. On May 12, 2008, the OCTA Board allocated $5.9 million in Step 2 funding to Santa Ana for planning and development of the fixed guideway project. Shortly thereafter, the City and OCTA entered into a cooperative agreement to define their respective roles and responsibilities for project delivery. This effort is nearing conclusion. A draft environmental impact report/environmental assessment (DEIR/EA) is being prepared which includes studies of a no-build alternative, a transportation systems management alternative and two streetcar full-build alternatives linking the Santa Ana Regional Transportation Center (SARTC) with a transit center in Garden Grove near the intersection of Harbor Boulevard and Westminster Avenue. Staff plans to release the Draft EIR/EA for public review in March 2012, and to bring the issue to the City Council in spring of 2012 for selection of a preferred alternative. Recently, OCTA staff requested that the City incorporate an Initial Operating Segment (IOS) for the fixed guideway in the Alternatives Analysis and DEIR/EA so that full analysis of a "starter segment" would be available if the project has to be built in phases due to funding constraints. The proposed amendment would revise the Cordoba Team's scope of work to include this additional analysis for Streetcar 1 and Streetcar 2 build alternatives. Under the IOS, the "starter system" would extend from SARTC to an initial terminus in the vicinity of Raitt Street. The 25G-1 Amendment to Agreement With Cordoba December 19, 2011 Page 2 concept design will include review of spacing and locations of the substations, development of an operating plan for each IOS (Streetcar 1 and Streetcar 2), determination of the number of vehicles required to support each IOS, review and modification of the O&M facility layouts to reflect phased implementation of the project, and preparation of capital and operating cost estimates for each IOS. Analysis for the Streetcar 1 IOS and the Streetcar 2 IOS will largely be presented in terms of how the shorter segments would differ from the two full build alternatives in technical and environmental terms. The results of the detailed evaluation of the two full build alternatives and each IOS will be documented in both the Alternatives Analysis and the Draft EIR/EA, to provide information that will help the City Council choose a Locally Preferred Alternative. ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT Funding for this additional work in the amount of $120,800 is available from the $5.9 million that the City initially received from OCTA for the Go Local Step 2 analysis. This amendment will increase Cordoba's total contract amount for the fixed guideway project from $4,845,026 to $4,965,826. Funds are available in the OCTA Transitway Project (accounting unit 03217661- 66220, project no. 092505). APPROVED AS TO FUNDS AND ACCOUNTS: Raul Godinez II Francisco Gutierrez r Executive Di recto Executive Director Public Works Agency Finance & Management Services Agency RG/DB Exhibit: 1. Amendment to Agreement with Cordoba 25G-2 FIRST AMENDMENT TO AGREEMENT THIS FIRST AMENDMENT TO AGREEMENT is entered into on December 19, 2011 by and between Cordoba Corporation, 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 that certain Agreement A-2009-122, dated August 3, 2009, (hereinafter "said Agreement") by which Consultant has provided transportation planning, environmental and engineering services for the Santa Ana and Garden Grove modern streetcar project. B. In accordance with the terms and conditions of said Agreement, the parties wish to amend the Scope to provide additional environmental analysis of an alternative build of an initial operating segment for the streetcar and increase compensation to provide compensation for the additional environmental services. WHEREFORE, in consideration of the covenants contained in said Agreement, and subject to all the terms and conditions of said Agreement, except those amended in this First Amendment to Agreement, the parties agree as follows: 1. Section 1, SCOPE OF SERVICES, shall be amended to include a new subsection La. I., which will read in full, as follows: "a. 1. Consultant shall provide conceptual engineering, alternatives analysis and environmental analysis of an Initial Operating Segment (IOS) build for Streetcar 1 and Streetcar 2 alternatives to be included in the DEIR/EA, and as set forth in Exhibit A-1. attached to this First Amendment to Agreement, and incorporated by this reference." 2. Section 2, COMPENSATION, shall be amended to increase compensation by $120,800, to pay for the additional services required to develop the IOS Alternatives for Streetcar 1 and Streetcar 2. Said services shall be compensated in accordance with the Budget set forth in Exhibit A-1, attached hereto. The total amount to be expended pursuant to said Agreement, as amended, shall not exceed $4,965,826. 3. Except as hereinabove amended, all terms and conditions of said Agreement shall remain in full force and effect. Exhibit 1 25G-3 IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to Agreement on the date and year first written above. CITY OF SANTA ANA ATTEST: MARIA D. HUIZAR PAUL M. WALTERS Clerk of the Council Interim City Manager APPROVED AS TO FORM: JOSEPH STRAKA Interim City Attorney By: Laura Sheedy Assistant City Attorney RECOMMENDED FOR APPROVAL: CORDOBA CORPORATION RAUL GODINEZ, II Executive Director Public Works Agency (NAME) (Title) 25G-4 EXHIBIT A-I SUMMARY SCOPE OF WORK FOR DEFINITION AND ANALYSIS OF INITIAL OPERATING SEGMENTS FOR THE SANTA ANA-GARDEN GROVE FIXED GUIDEWAY In support of the definition and analysis of an Initial Operating Segment (IOS) for the Santa Ana- Garden Grove Fixed Guideway, the Cordoba Team will complete the following tasks in conjunction with the Santa Ana and Garden Grove Fixed Guideway Corridor Study. Conceptual Engineering The Cordoba Team will develop design concepts for Initial Operating Segments (IOS's) for Streetcar 1 and Streetcar 2 with the western terminus of the project in the vicinity of Raitt Street, and two alternatives for the location of the O&M facility (near Raitt Street and near SARTC). The concept design will include review of spacing and locations of the substations, development of an operating plan for each IOS (Streetcar 1 and Streetcar 2), determination of the number of vehicles required to support each IOS, review and modification of the O&M facility layouts to reflect phased implementation of the project, and preparation of capital and operating cost estimates for each IOS. Alternatives Analysis The Alternatives Analysis currently underway, will be modified to include discussion of the IOS's. Within the context of the appropriate full length Build Alternative, analysis of the IOS's relative to the evaluation criteria and measures of effectiveness will be prepared. The purpose will be to describe the advantages and disadvantages of the IOS's as a component of the full Build Alternative, thereby highlighting the relative advantages/disadvantages of one Build Alternative compared to another in terms of phased implementation. The results of the detailed evaluation of the Build Alternatives and the IOS's will be documented in the Alternatives Analysis Report, to be used in conjunction with the Draft EIR/EA towards the selection of a Locally Preferred Alternative. Draft EIR/EA The Cordoba Team will modify the Administrative Draft Environmental Document and the relevant technical reports to include analysis for the two IOS's. Analysis for IOS 1 and 2 will largely be presented in terms of how the environmental impacts for the IOS's would differ from the full length Build Alternatives. While the discussion of these environmental impacts would be largely qualitative and based on the analyses conducted for the full length Build Alternatives, in some areas of the Administrative Draft Environmental Document and Technical Reports, specific discussion will be added to describe any localized impacts in the vicinity of the western terminus station at Raitt that would be attributable to the IOS's as opposed to the full length Build Alternatives. The Cordoba Team will also provide the draft language that will be used to introduce the IOS's as part of Chapter 2 of the Draft EIR/EA and applicable technical reports. 25G-5 BUDGET The following is the budget estimate to develop the information necessary to complete the tasks described above for the definition and analysis of IOS for the Santa Ana-Garden Grove Fixed Guideway: ADDITIONAL BUDGET TASK DESCRIPTION CORDOBA URS TOTAL Conceptual Engineering $6,000 $9,000 $15,000 Alternatives Analysis $30,000 $30,000 IOS Update: DEIR/EA Sections $35,400 $35,400 IOS Analysis/Update: Technical Reports $40,400 $40,400 TOTAL ADDITIONAL BUDGET REQUEST $36,000 $84,800 $120,800 25G-6 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: CLERK OF COUNCIL USE ONLY: DECEMBER 19, 2011 TITLE: APPROVED AGREEMENT WITH THE SERVICE ? As Recommended EMPLOYEES -INTERNATIONAL UNION (SEIU) ? As Amended ? Ordinance on 1 s` Reading ? Ordinance on 2"d Reading ? Implementing Resolution ? Set Public Hearing For CONTINUED TO / FILE NUMBER CITY MANAGER RECOMMENDED ACTION Direct the City Attorney to prepare and authorize the City Manager and Clerk of the Council to execute an agreement with the Service Employees International Union Local 721 regarding certain terms and conditions of employment. DISCUSSION The City and the Service Employees International Union (SEIU) recently completed negotiations per a reopener provision in the current contract for fiscal years 2010-2013. Listed below are the key agreements resulting from these negotiations. The contract expiration date remains June 30, 2013. Employee Furloughs. The current furlough program will be extended, and additional furlough hours added, to equal 322 unpaid furlough hours from the commencement of this agreement through June 30, 2013. This equates to a full Friday furlough program when combined with the every-other-Friday 9-80 work schedule closure. Lead Pay. Effective June 1, 2012, Union members who have continuously received "lead" assignment pay for five or more years shall have their job title modified to include the word "Lead" in order to formalize the lead assignment and codify the assignment pay as part of the regular monthly salary. Medical Retirement Subsidy Plan. For fiscal years 2010-11, 2011-12 and 2012-13, the City's annual contribution will decrease from 1.75% to 1.0%. Further, the Union will forgive the 2010-11 payment and remit the sum back to the City. 25H-1 Agreement with the Service Employees International Union (SEIU) December 19, 2011 Page 2 of 3 2.7%(q7 55 Service Retirement Benefit. Effective July 1, 2012, the employee contribution shall be increased by 2.5% to a total of 10.5%; effective January 1, 2013, the employee contribution shall be increased an additional 2.5% for a total of 13.0%. Early Retirement Incentive. Union members who are currently eligible for retirement, or become eligible for retirement prior to April 30, 2012 shall receive $400 for each full year of service, up to 25 years of service, as an incentive to retire. Employees must irrevocably declare their intent to retire by January 31, 2012 and separate from the City no later than April 30, 2012 to be eligible for the incentive. Advisory Arbitration. The option of advisory arbitration shall be added to the current three-step grievance process as a final step. The arbitrator's advisory recommendation shall be submitted to the City Manager, who will make the binding decision. The cost of the arbitrator shall be equally shared between the City and SEIU. Release Time for Union Grievance Representatives. Effective January 1, 2013, the number of work site leaders/stewards shall be increased to eighteen (18). Layoffs and Contracting Out. The City will not notify SEW of its intent to lay off bargaining unit members prior to February 1, 2012 and will not lay off any member prior to March 31, 2012. Further, the City will meet and confer with SEW over not only the impact, but also the decision to lay off members. Effective July 1, 2013, prior to seeking and/or bringing any requests-for-proposal (RFP) to the City Council which would result in contracting out SEW work, the City will conduct a series of meetings SEW to discuss the proposed RFP and consider any bids from employees who may be affected by a contracting out of work. The City will also provide SEW with an opportunity to submit a subsequent bid if an outside bid has been tentatively recommended. Joint Labor Management Teams (JLM). The current Job Classification Study JLM contract language will be amended with additional detail describing the process for identifying, prioritizing, conducting and implementing job classification studies. Effective June 1, 2012, a JLM will be formed to evaluate the process for advertising and hiring part-time employees. FISCAL IMPACT This agreement will result in a cost savings to the City of $934,000 during fiscal year 2011-12 and $2,100,000 during fiscal year 2012-13 for a total net savings of $3,034,000 during the term of the agreement. I P U Edward S. Raya Executive Director Personnel Services Agency 25H-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: CLERK OF COUNCIL USE ONLY: DECEMBER 19, 2011 TITLE: APPROVED AGREEMENT WITH THE POLICE ? As Recommended OFFICERS' ASSOCIATION (POA) ? As Amended ? Ordinance on 1" Reading ? Ordinance on 2nd Reading ? Implementing Resolution ? Set Public Hearing For CONTINUED TO FILE ail. V NUMBER CITY MANAGER RECOMMENDED ACTION Direct the City Attorney to prepare and authorize the City Manager and Clerk of the Council to execute an agreement with the Police Officers' Association regarding wages and other terms and conditions of employment. DISCUSSION The h City and the Police Officers' Association (POA) recently completed negotiations per a reopener provision in the current contract for fiscal years 2011-2013. Listed below are the key agreements resulting from these negotiations. The contract expiration date remains June 30, 2013. Salary Increase. The current contract provided a 3% salary increase effective July 1, 2011 and a 3.5% salary increase effective July 1, 2012. In this agreement, POA will contribute 2% of the 3% increase, and the entire 3.5% increase, toward the City's pension (PERS) payment obligation. However, the City must return the 3.5% salary increase, retroactive to July 1, 2012, if it does not receive an equal or greater retirement contribution from the other safety units and employees (i.e., Police Management Association, Fire Management Association, Police Chief and Fire Chief). Retiree Health Insurance. The City's contribution of .75% of POA payroll toward the unit's retiree health insurance plan will be deferred from January 1, 2012 to October 1, 2012. In addition, the .75% payment due on October 1, 2012 will be deferred until January 1, 2013. 251-1 Agreement with the Police Officers' Association (POA) December 19, 2011 Page 2 of 2 Compensation for Overtime. From December 1, 2011 to June 30, 2013, members who work overtime hours shall have those hours accrue as compensatory time off, not overtime pay. Further, no members will be permitted to cash out any compensatory time except upon separation from City service. Holidays, Cash Option. From December 1, 2011 to June 30, 2013, members will defer the ability to cash out annual holiday leave benefits. Longevity Vacation, Cash Option. From December 1, 2011 to June 30, 2013, members will defer the ability to cash out longevity vacation time. 3°(cD- 50 Service Retirement Benefit. Effective December 1, 2011, the employee contribution shall be increased by 2% to a total of 4.42% (Safety) and 8.3% (non-Safety). Effective July 1, 2012, the employee contribution shall be increased an additional 3.5% for a total of 7.92% (Safety) and 11.8% (non-Safety). Layoffs. During fiscal year 2012-13, the City will meet and confer with POA over not only the impact, but also the decision to lay off members. FISCAL IMPACT This agreement will result in a cost savings to the City of $3,640,000 during fiscal year 2011-12 and $8,600,000 during fiscal year 2012-13 for a total net savings of $12,240,000 during the term of the agreement. Edward S. Raya Executive Director Personnel Services Agency 251-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: CLERK OF COUNCIL USE ONLY: December 19 2011 TITLE: APPROVED ? As Recommended AGREEMENT FOR STATE ? As Amended ? Ordinance on l't Reading GOVERNMENT LIAISON SERVICES ? Ordinance on 2 Reading WITH TOWNSEND PUBLIC AFFAIRS ? Implementing Resolution ? Set Public Hearing For CONTINUED TO FILE NUMBER CITY MANAGER RECOMMENDED ACTION Direct the City Attorney to prepare and authorize the City Manager and Clerk of the Council to amend the agreement for government liaison services with Townsend Public Affairs for a six month period in an amount not to exceed $25,000. DISCUSSION Townsend Public Affairs has served as the City's representative in Sacramento for 11 years. Services in the scope of work include the review and monitoring of state legislation that could affect the City, identifying funding opportunities such as grants and earmarks, and working with state agencies regarding regulations and policies affecting local governments. Townsend Public Affairs represented Santa Ana's interests in Sacramento this past year on issues regarding the protection of local government revenues, the state budget, state enterprise zone program, redevelopment agencies, and water-related issues. In addition, they worked to pursue grant opportunities for the Diamond Park Water District and Prop. 84 monies for the Willard School Joint Use Project. In past years, Townsend Public Affairs has secured funding for the Discovery Science Center, synthetic turf for Eddie West Stadium, and youth intervention and crime prevention grants. 25J-1 Townsend Agreement December 19, 2011 Page 2 FISCAL IMPACT Funds are available in the Public Works Administrative Services account (no. 10117601-62300) and General Fund Legislative Affairs (no. 01104012-62300). Ra odinez ~rvr Executive Director Public Works Agency APPROVED AS TO FUNDS AND ACCOUNTS: mr c. Q Francisco Gutierrez Executive Director Finance & Mgmt. Services Agency-,-,' 25J-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: CLERK OF COUNCIL USE ONLY: DECEMBER 19, 2011 TITLE: APPROVED ? As Recommended AGREEMENT FOR FEDERAL El Amended El Or dinance on 1S` Reading GOVERNMENT LIAISON SERVICES ? Ordinance on 2nd Reading WITH THE FERGUSON GROUP OF ? Implementing Resolution WASHINGTON, D.C. ? Set Public Hearing For CONTINUED TO FILE NUMBER CITY MANAGER RECOMMENDED ACTION Direct the City Attorney to prepare and authorize the City Manager and Clerk of the Council to execute an agreement for government liaison services with the Ferguson Group for a six month period in an amount not to exceed $37,500. DISCUSSION The Ferguson Group has served as the City's representative in Washington, D.C. since 1987. The service includes the review and monitoring of federal executive proposals and legislation, as well as administrative rules and regulations that may affect the City. The Ferguson Group also assists the City in identifying funding opportunities and grant applications and other special programs for which the City may qualify. In the current fiscal year, the Ferguson Group assisted in advocating for the City's Go Local Transit Project, COPS and Homeland Security grants, and water-related projects for the city. Also the Ferguson Group has worked to protect full funding for the CDBG Program, Workforce Development monies and the Neighborhood Stabilization Program where Santa Ana received approximately $16.2 million in the last three years. This past year the Ferguson Group was also instrumental in tracking the Obama Jobs Bill, energy grants, healthy city initiatives, TIGER II monies for transportation and any remaining federal stimulus dollars. 25K-1 Ferguson Agreement December 19, 2011 Page 2 FISCAL IMPACT Funds are available in the Public Works Administrative Services account (no. 10117601-62300) and General Fund Legislative Affairs (no. 01104012-62300). n Raul dinez ~Y Exec ive Director Public Works Agency APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance & Mgmt. Services Agency 25K-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: CLERK OF COUNCIL USE ONLY: DECEMBER 19, 2011 TITLE: APPROVED RESOLUTION ACCEPTING LETTER OF ? As Recommended COMMITMENT FOR THE DIAMOND PARK ? Or Amended MUTUAL WATER COMPANY ? Ordinance on 2nd Reading ? Implementing Resolution ? Set Public Hearing For CONTINUED TO FILE NUMBER CITY MANAGER RECOMMENDED ACTION Adopt a resolution accepting a letter of commitment for Proposition 84 funding to construct public water main improvements to serve the Diamond Park Mutual Water Company, and authorize Public Works Agency staff to perform actions as required by the State Department of Public Health. DISCUSSION The Diamond Park Mutual Water Company (DPMWC) is a privately owned water system that provides domestic water service to approximately 90 residences in the city. In recent years, the DPMWC system has failed to meet Title 22 drinking water standards. The well serving DPMWC is contaminated with high levels of nitrates. The DPMWC does not have a regular certified operator and cannot afford to purchase a water treatment system. Therefore, the State Department of Public Health (DPH) together with DPMWC has requested that water main improvements be constructed and service be provided by the City. A resolution was adopted on July 18, 2011 allowing the City to accept a Proposition 84 grant to finance construction costs for the public water system improvements (Exhibit 1). On August 16, 2011, the City received a letter of commitment from DPH stating that Proposition 84 funds have been reserved for this project, and authorizing the City to begin construction of the water system improvements (Exhibit 2). The project was advertised for bids and a construction contract was awarded by City Council on November 28, 2011. The project is under construction. City staff is proceeding with securing the required funding agreement from DPH. As a condition for final approval of this agreement, the City must adopt a resolution selecting a legally authorized representative to execute the following actions: 1. Sign the funding agreement. 2. Approve claims for reimbursement. 55A-1 Resolution Accepting Letter of Commitment for the Diamond Park Mutual Water Company December 19, 2011 Page 2 3. Sign the budget and expenditure summary. 4. Sign the final release form. 5. Sign the certification that the project is complete and ready for final inspection. 6. Act as the City's grant administrator. The attached resolution identifies Public Works Agency staff members that are qualified to perform the work in accordance with DPH requirements. ENVIRONMENTAL IMPACT A Notice of Exemption and Categorical Exemption (ER# 2009-190) has been prepared for this project. FISCAL IMPACT There is no fiscal impact associated with this action. Rau Godinez II Executive Direct Public Works Agency RG/RB Exhibit: 1. Resolution Exhibit: 2. Letter of Commitment from California Department of Public Health (DPH) i 55A-2 Jxs (12/02/11) RESOLUTION NO. 2011- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA TO ACCEPT A LETTER OF COMMITMENT FOR THE DIAMOND PARK MUTUAL WATER COMPANY BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The City Council of the City of Santa Ana finds, determines and declares as follows: A. The Diamond Park Mutual Water Company (DPMWC) is a privately owned water system that provides domestic water service to approximately 90 residences in the City of Santa Ana. B. The well serving DPMWC is contaminated with nitrates and does not meet Title 22 drinking water standards. The water system infrastructure (pipelines, well, and tank) is obsolete and fails frequently, resulting in water outages to DPMWC customers. C. The Board of Directors of DPMWC has by resolution declared their intent to cease operations and direct their customers to connect to the City's water system. D. The cost to construct the public water system improvements required to serve DPMWC is estimated at approximately $978,026. E. The State of California Department of Public Health has filed an application on behalf of DPMWC for a Proposition 84 grant that will cover up to 100% of the construction costs. F. The City has received a Letter of Commitment (LOC) from the DPH promising a grant in the amount of $1,121,727 to fund costs for this project. Section 2. The Council authorizes the Executive Director of Public Works to be the legally authorized representative for the City of Santa Ana to execute the following actions as required by the LOC: A. Sign the funding agreement; Exhibit 1 Resolution No. 2011-XXX Page 1 of 3 55A-3 Section 3. The Council authorizes the Water Resources Manager to be the legally authorized representative for the City of Santa Ana to execute the following actions as required by the LOC: A. Approve claims for reimbursement; B. Sign the Final Release Form; C. Be the City's Grant Administrator. Section 4. The Council authorizes Cesar Barrera, a registered engineer, to be the legally authorized representative for the City of Santa Ana to execute the following actions as required by the LOC: A. Sign the Budget and Expenditure Summary; B. Review and sign claim forms; C. Sign the certifications that the project is complete and ready for final inspection; and Section 5. Upon completion of the public water system improvements, the City of Santa Ana will make available water service to DPMWC customers, contingent upon each customer applying for water service, with connection fees being fully reimbursable, as specified and required by this Letter of Commitment. Section 6. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this day of 12011. Miguel A. Pulido Mayor Resolution No. 2011-XXX Page 2 of 3 55A-4 Jxs (12/02/11) APPROVED AS TO FORM: Joseph Straka, Interim City Attorney By: Jose Sandoval Chief Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Maria D. Huizar, Clerk of the Council, do hereby attest to and certify that the attached Resolution No. 2011-XXX to be the original resolution adopted by the City Council of the City of Santa Ana on Date: Clerk of the Council City of Santa Ana Resolution No. 2011-XXX Page 3 of 3 55A-5 55A-6 State of California-Health and Human Services Agency w... California Department of Public Health I)COPH RON CHAPMAN, MD, MPH EOMUND G. BROWN JR. Director Governor Mr. Raul Godinez II, P.E. RECEIVED Executive Director Public Works Agency City of Santa Ana AUG 2 2 2011 220 S. Daisy Avenue Santa Ana, CA 92703 Drinking water Program Santa Ana District Dear Mr. Godinez: SAFE DRINKING WATER, WATER QUALITY AND SUPPLY, FLOOD CONTROL, RIVER AND COASTAL PROTECTION BOND ACT OF 2006, PUBLIC RESOURCES CODE COMMENCING WITH SECTION 75001 (PROPOSITION 84) FOR THE CITY OF SANTA ANA ON BEHALF OF DIAMOND PARK MUTUAL WATER COMPANY, PROJECT NO. P84C-3000663-003C Your application for funding has been reviewed by the California Department of Public Health (State). We have determined that the Diamond Park Mutual Water Company consolidation project, Project No. P84C-3000663-0030, as proposed by the City of Santa Ana (City) is eligible for a grant funding under Proposition 84, Section 75022. This letter and the attachment hereto serve as your Letter of Commitment (LOC) stating that, subject to availability of funds, grant funds in the amount of $1,121,727 have been reserved for this project provided that the terms and conditions as set forth in the attachment to this letter are met. This letter also serves as the State's authorization to the City to begin construction of the project as described in the plans and specifications approved by the CDPH Santa Ana District Office on February 4, 2011, and deemed exempt from California Environmental Quality Act (CEQA) requirements by the City, acting as the CEQA lead agency, on December 6, 2010. This authorization to begin construction is subject to the availability of funds, and the terms and conditions as set forth in the attachment to this letter. In order to maintain this reservation of funds, it is essential that you sign the Attachment at the space provided and return it within 30 calendar days. Division of Drinking Water and Environmental Management P,O. Sox 997377, MS 7416, 1616 Capitol Avenue, 2nd Floor, Sacramento, CA 95899-7377 (916) 449-5600 (916) 449-5655 Fax Exhibit 2 Internet Address: www.cdnh.ca.gov 55A-7 Mr. Raul Godinez_II Page 2 of 3 AM. lls zoo Please mail'the signed LOC Attachment to: Lance Reese Proposition 84 Program Division of Drinking Water and Environmental Management California Department of Public Health 1616 Capitol Avenue P.O. Box 997377, MS 7408 Sacramento, CA 95899-7377 We commend the City of Santa Ana for taking steps to enhance the provision and protection of the drinking water supplied to the residents of Diamond Park. If you have any questions regarding this letter, please contact the Proposition 84 program at (916) 449-5600 or by e-mail at dwpfunds(cr_cdoh.ca.aov. Sincerely, Leah Godsey alker, P.E., Chief Division of Drinking Water and Environmental Management Attachment: Letter of Commitment Enclosures: Funding Agreement Template Sample Resolution STD 204 Payee Data Record CDPH Budget and Expenditure Summary Final Release cc. The Honorable Jose Solorio Member of the Assembly State Capitol, Room 3146 Sacramento, California 95814 The Honorable Lou Correa Member of the Senate State Capitol, Room 5052 Sacramento, California 95814 Jose Espinoza Board Vice President Diamond Park Mutual Water Company P.O. Box 5352 Santa Ana, CA 92704 55A-8 Mr. Raul Godinez 11 Page 3of3 Ali 1G - Oliver Pacifico District Engineer Drinking Water Field Operations Branch California Department of Public Health 605 W. Santa Ana Blvd., Bldg. #28, Room 325 Santa Ana, CA 92701 Ray Burk Project Engineer City of Santa Ana 220 S. Daisy Avenue Santa Ana, CA 92703 55A-9 CITY OF SANTA ANA PROPOSITION 84 SECTION 75022 LETTER OF COMMITMENT ATTACHMENT The California Department of Public Health (State) has determined that the project proposed by the City of Santa Ana (Supplier), Project No. P84C-3000663-003C, is eligible for a grant in the amount of $1,121,727. The project is for the consolidation of the Diamond Park Mutual Water Company with the City of Santa Ana and includes the construction of a water distribution system, installation of laterals and meters to connect each property to the Supplier, and destruction of Diamond Park Mutual Water Company's only groundwater well (Project). Once the project is completed, the Diamond Park Mutual Water Company (Public Water System No. 3000663) will no longer exist as a public water system. Funding is contingent upon the Supplier's compliance with the following terms and conditions. Compliance shall be determined at the sole discretion of the State or its authorized representative. 1. Not later than six (6) months following the date Supplier signs this Letter of Commitment (LOC), unless otherwise specified in this LOC, Supplier shall complete all requirements listed in Section I before a funding agreement will be issued for signature by the Supplier's authorized representative. 1. Supplier shall submit to the State a written resolution, duly adopted by Supplier's governing body, identifying individual(s) with legal authority to: a. sign the funding agreement; b. approve claims for reimbursement; c. sign the Budget and Expenditure Summary; d. sign the Final Release form; and e. sign the certification that the project is complete and ready for final inspection. Person(s) signing the Budget and Expenditure Summary and certification that the project is complete and ready for final inspection must be a registered engineer(s) or person(s) approved by CDPH. 2. Supplier shall submit to the State a written designation of the Supplier's Grant Administrator. Note: You are encouraged to submit a draft of the statements, resolutions, or ordinances to the State for review prior to taking it to your board or governing body for adoption or approval. State will review the draft and recommend to you any required modifications, thus avoiding unnecessary delays in issuance of your funding agreement. A resolution that does not City of Santa Ana P84C-3000663-0030 Page 1 of 5 55A-10 meet program requirements will not be accepted (copy of sample resolution enclosed). 3. If applicable, Supplier shall provide documentation to the State demonstrating that the Supplier has secured the additional funds necessary to assure a fully funded project. 11. Prior to final execution of the funding agreement by the State, the following items must be provided: 1. Supplier shall complete and sign the attached Payee Data Record (STD. 204) form. The form shall be submitted to the State with the signed funding agreement. Failure to comply with the State requirements listed in Sections I and II may result in the withdrawal of this LOC. If the LOC is withdrawn, your project will be bypassed but will remain on the project priority list. You may submit a new application for future funding only after receiving another letter of invitation from the State. If for any unforeseen reason you are unable to comply with any of the above requirements, you should contact the State's Santa Ana District Office as soon as possible. Ill. Before any funds may be disbursed under terms of the funding agreement, the following items must be provided: 1. Supplier shall submit to the State evidence that a separate checking account or a separate ledger has been established to account for funds received from the State. I Please indicate the name and address of the financial institution, exact name of account holder, and the account name and number. If this checking account is not used solely to account for funds received from the State, you must establish a ledger within your accounting system in accordance with generally accepted accounting principles. The ledger must identify the project number and Proposition 84 funding agreement number. You must provide documentation showing that the ledger has been established. (Please note all accounts are subject to audit at any time) 2. Supplier shall submit to the State an initial budget of eligible project costs approved by the State on a Budget and Expenditure Summary form. 3. Prior to disbursement of funds, Supplier shall demonstrate to State that it has obtained applications for water service from not less than 63 of the 77 owners of property served by the Diamond Park Mutual Water Company; applications to be substantially in the form of executed Supplier's "Application for Water Service". City of Santa Ana P84C-3000663-003C Page 2 of 5 55A-11 IV. General Requirements 1. Supplier must use a competitive bid process for the construction of the project. The bid summary must be submitted to the State's Santa Ana District Office for review and approval prior to the awarding of the prime construction contract. 2. If any materials submitted to satisfy the conditions of the LOC are deemed inadequate, Supplier must submit additional information as specified, and within the timeframe designated by the State. 3. Supplier must initiate construction of the project within one (1) year of the Date of Execution of the funding agreement. 4. Supplier must complete construction of the project within three (3) years of the Date of Execution of the funding agreement. 5. Supplier may request a one-time increase in funding following the Date of Execution of the funding agreement. The request must be based upon costs received from competitive bids and shall be submitted to the State for review and approval. Approval of the Supplier's request may be granted or denied at the sole discretion of the State and is subject to the availability of funds. 6. All disbursements for construction costs may be subject to a ten percent (10%) retention on each claim until completion of the project as specified in the funding agreement. 7. Supplier may be reimbursed only for such project costs consisting of eligible construction expenses incurred on or after the date of this LOC, and eligible preliminary expenses incurred after November 7, 2006. 8. No funds will be disbursed until the funding agreement has been executed. 9. Supplier shall comply with Public Resources Code Section 75075 regarding Labor Compliance Programs. 10. Supplier acknowledges the importance to public health and safety of assuring that, upon completion of the Project, no person or entity be able to obtain its domestic water supply from the well located on APN 408-245-43 commonly described as 1532 S Diamond Street, Santa Ana, CA 92704 (Well) and currently serving the Diamond Park Mutual Water Company service area; and Supplier expressly agrees to destroy or cause to be destroyed the Well not later than 3 years following the Date of Execution of the funding agreement in order for the well destruction costs to be deemed eligible for reimbursement. Supplier shall submit a copy of the Well destruction permit to the State's Santa Ana District Office. City of Santa Ana P84C-3000663-003C Page 3 of 5 55A-12 11, State agrees that the Supplier's usual connection fees associated with providing water to those properties in the Diamond Park Mutual Water Company service area whose owners apply for water service from the Supplier not later than 60 days following the installation of laterals and meters to connect each property to the Supplier shall be deemed eligible for reimbursement. V. Special Conditions to be included in the Funding Agreement 1. The Supplier shall notify the State's Santa Ana District Office when the project construction is 50% complete. i Note: Pursuant to Government Code Section 8546.7, the contracting parties shall be subject to the examination and audit of the State or any agent thereof, and the State Auditor. All correspondence with the State, shall be submitted to: California Department of Public Health Division of Drinking Water and Environmental Management Proposition 84 Program P.O. Box 997377, MS 7408 Sacramento, CA 95899-7377 Supplier's signature below indicates Supplier's acceptance of these terms and conditions and Supplier's intention to proceed with the project. It does not constitute any obligation on Supplier's part to enter into the grant funding agreement. Failure to sign and return this LOC within the time period specified will result in the withdrawal of the reservation of funds and the bypass of this Project. In order to maintain the reservation of funds in the Proposition 84 account for this Project, Supplier must sign this LOC at the space provided below and return it within 30 days of receipt to the State. City of Santa Ana P84C-3000663-003C Page 4 of 5 55A-13 The terms and conditions set forth in this Letter of Commitment are acceptable to the Supplier and it is the Supplier's intention to continue with this Project as proposed. City of Santa Ana Signature: Date: j Print Name: Title: Address: i City of Santa Ana P84C-3400663-003C Page 5 of 5 55A-14 i i Proposition 84 Public Agency Grant Funding Agreement No. 84- i I i STATE OF CALIFORNIA HEALTH AND HUMAN SERVICES AGENCY CALIFORNIA DEPARTMENT OF PUBLIC HEALTH FUNDING AGREEMENT BETWEEN THE STATE OF CALIFORNIA DEPARTMENT OF PUBLIC HEALTH AND (Entity name) PROJECT NUMBER P84- PUBLIC RESOURCES CODE, FOR A CONSTRUCTION GRANT UNDER THE CALIFORNIA SECTION 75022 OF THE SAFE DRINKING WATER, WATER QUALITY AND SUPPLY, FLOOD CONTROL, RIVER AND COASTAL PROTECTION BOND ACT OF 2006 55A-15 Funding Agreement No. 84 TABLE OF CONTENTS Section Page 1. Purpose of Funding 1 2. Incorporation of Other Documents 2 3. Project Cost 2 4. Grant Funding 2 5. Supplier's Cost 2 6. Competitive Bidding 2 7. Requirements for Disbursement 3 8. Special Terms and Conditions 3 9. Operation and Maintenance of Project 3 10. Project Officials and Notices 3 11. Enforcement 5 12. Miscellaneous Provisions 5 EXHIBIT A STANDARD CONDITIONS Article Pia e A- 1. Definitions A- 2. Term of Agreement 7 A- 3. Basic Conditions Precedent 7 A- 4. Compliance with Laws, Regulations, and Permit Requirements 8 A- 5. Project Changes 8 I 55A-16 Funding Agreement No. 84 TABLE OF CONTENTS (continued) Article Page 8 A- 6. Disbursements by State . (a) Claims 8 (b) Disbursement 9 (c) Rejection of Claims 9 (d) Correction of Claims 9 (e) Adjustments to Claims 9 (f) Final Claim and Disbursement 10 (g) Force Account 10 A- 7. Withholding of Grant Disbursements by State and Cancellation of Agreement 10 (a) Conditions for Withholding 10 (b) Withholding Entire Grant Amount 11 (c) Withholding Balance of Grant Amount 11 A- 8. Timing of Project 11 A- 9. Supplier's Contracts 11 A-10. Audit and Inspection of Books and Records 12 A-11. Remittance of Funds By Supplier 12 A-12. Accounting and Deposit of Grant Disbursements 12 (a) Separate Accounting of Grant Disbursements 12 (b) Disposition of Funds Disbursed 13 (c) Interim and Final Audits 13 A-13. Inspections of Project by State 13 A-14. Prohibition Against Disposal of Project Without State Permission 13 A-15. Nondiscrimination Clause 13 A-16. Workers' Compensation Clause 14 A-17. Successors and Assigns 15 A-18. State to be Held Harmless 15 A-19. Remedies Not Exclusive 15 ii 55A-17 Funding Agreement No. 84 i TABLE OF CONTENTS (continued) Article Page A-20. Amendments 15 A-21. Waiver of Rights 15 A-22. Dispute Clause 15 A-23. Performance and Assurances 16 A-24. Default Provisions 16 A-25. Drug-Free Workplace Certification 17 A-26. Conflict of Interest--Current and Former State Employees 18 (a) Current State Officers and Employees 18 (b) Former State Officers and Employees 19 A-27. Additional Insured 19 A-28. Prohibited Use of State Funds for Software 19 A-29 Labor Compliance 19 EXHIBIT B SPECIAL TERMS AND CONDITIONS Article Page B- 1. 20 ATTACHMENTS 1. Budget and Expenditure Summary (Article A-3(c)) 2. Claim form (Article A-6(a)) 3. Final Release (Article A-6 (f)(4)) 4. Supplier's Certification of Project Completion (Article A-8) 5. Memorandum of Agreement (Article B-1 (1-7)) (Analyst remove if non applicable) 55A-18 Supplier's Name Funding Agreement No. 84 Page 1 of 20 STATE OF CALIFORNIA HEALTH AND HUMAN SERVICES AGENCY CALIFORNIA DEPARTMENT OF PUBLIC HEALTH FUNDING AGREEMENT BETWEEN STATE OF CALIFORNIA DEPARTMENT OF PUBLIC HEALTH AND (Entity name) PROJECT NUMBER P84- UNDER THE SAFE DRINKING WATER, WATER QUALITY AND SUPPLY, FLOOD CONTROL, RIVER AND COASTAL PROTECTION BOND ACT OF 2006 THIS AGREEMENT, is entered into between the State of California Department of Public Health herein referred to as "State", and (Entity name), a (ownership/business type from Authorization memo), in the County of. State of California, duly organized, existing, and acting pursuant to the laws thereof, herein referred to as "Supplier', which parties do hereby agree as follows: SECTION 1. PURPOSE OF FUNDING This Agreement provides funding in the form of a grant made by State to the Supplier under the provisions of the Safe Drinking Water, Water Quality and Supply, Flood Control, River and Coastal Protection Bond Act of 2006, under Public Resources Code, Section (75022175425 select one). The purpose of the funding is to assist in financing a project which will enable Supplier to , herein referred to as the "Project". Funds may be used only for such eligible project costs as are approved by State. Supplier is solely responsible for the design, construction, operation, and maintenance of the Project; and for all persons or entities engaged in such work, including but not limited to contractors, subcontractors, suppliers, and providers of 55A-19 I Supplier's Name Funding Agreement No. 84 Page 2 of 20 services. Review or approval of plans, specifications, bid documents or other construction documents by State is solely for the purpose of proper administration of the funds by State and shall not be deemed to relieve or restrict Supplier's responsibility. SECTION 2. INCORPORATION OF OTHER DOCUMENTS This Agreement incorporates by this reference Exhibit A, "Standard Conditions"; Exhibit B, "Special Terms and Conditions"; Supplier's Application to State for funding; project plans and specifications as submitted to and approved by State; and any attachments to said documents. Supplier accepts and agrees to comply with all terms, provisions, and conditions of this Agreement, including all incorporated documents and exhibits thereto, and to fulfill all assurances, declarations, representations, and statements made by Supplier in its application, documents, amendments, and communications filed in support of its request for funding, including but not limited to any and. all plans and specifications submitted to and approved by State. SECTION 3. PROJECT COST Supplier represents that the total cost of the Project is estimated to be $ _ of which State agrees that $ is the total Eligible Project Costs. SECTION 4. GRANT FUNDING Subject to the availability of funds and in accordance with the terms of this Agreement, State will provide grant funding to Supplier in an amount not to exceed $ SECTION 5. SUPPLIER'S COST Supplier agrees to fund any project costs which are in excess of the grant funding set forth in Section 4 of this Agreement in order to ensure a fully funded project. Supplier's Cost for this Project is estimated to be $ , herein referred to as "Supplier's Cost". SECTION fi. COMPETITIVE BIDDING All construction contracts related in any way to the Project shall be let by competitive bid procedures which assure award of such contracts to the lowest responsible bidders. Supplier shall comply with all applicable state, or local ordinances for competitive bidding and all applicable labor laws. 55A-20 Supplier's Name Funding Agreement No. 84 Page 3 of 20 Supplier shall not award a contract until a summary of bids and identification of the lowest responsible bidder are submitted to State. A full explanation must be provided if Supplier is proposing to award a contract to anyone other than the lowest responsible bidder. SECTION 7. REQUIREMENTS FOR DISBURSEMENT I' Not later than sixty (60) days following Date of Execution of this Agreement, Supplier shall satisfy all conditions precedent to the disbursement of funds under this Agreement, including Basic Conditions Precedent as set forth in Article A-3 of the Standard Conditions. Failure by Supplier to satisfy said conditions and requirements by this date may, at the option of State, result in cancellation of this Agreement under Article A-7 of the Standard Conditions and/or declaration that Supplier is in default pursuant to Article A-24 of the Standard Conditions. SECTION 8. SPECIAL TERMS AND CONDITIONS Supplier shall satisfy the special terms and conditions set forth in Exhibit B. Failure by Supplier to timely satisfy the special terms and conditions may, at the option of State, result in cancellation of this Agreement under Article A-7 of the Standard Conditions, and/or declaration that Supplier is in default pursuant to Article A-24 of the Standard Conditions. SECTION 9. OPERATION AND MAINTENANCE OF PROJECT Upon project completion, and for a period of years, which is the reasonably expected useful life of the Project, Supplier shall, as further consideration for this funding, commence and continue operation of the Project; cause the Project to be . operated in an efficient and economical manner; provide for the making of all repairs, renewals, and replacements necessary for the effective operation of the Project; and cause the Project to be maintained in as good of condition as upon its construction, ordinary and reasonable wear and depreciation excepted. Failure by Supplier to operate and maintain the Project in accordance with this provision may, at the option of State, be considered a material breach of Agreement and may be treated as a default under Article A-24 of the Standard Conditions. SECTION 10. PROJECT OFFICIALS AND NOTICES State's Grant Administrator shall be the Chief, Drinking Water Infrastructure Financing Section, Division of Drinking Water and Environmental Management, California Department of Public Health. All communications given to State's Grant Administrator shall be deemed given to State. State's Grant Administrator shall be State's representative for administration of this Agreement, and shall have authority to make recommendations and findings with respect to each controversy arising under or in connection with this Agreement. All 55A-21 Supplier's Name Funding Agreement No. 84 Page 4 of 20 such recommendations and findings shall be communicated to the Chief, Division of Drinking Water and Environmental Management of the California Department of Public Health, and disputes shall be resolved in accordance with Article A-22 of the Standard Conditions. Supplier's Grant Administrator shall be its Supplier's Grant Administrator shall be Supplier's representative for administration of this Agreement. All communications given to Supplier's Grant Administrator shall be deemed given to Supplier. Either party may change its Grant Administrator upon written notice to the other party. Notices required to be given in writing by Supplier under this Agreement shall be sent to: State of California California Department of Public Health Division of Drinking Water and Environmental Management Attention: Proposition 84 Program 1616 Capitol Avenue, MS 7408 Post Office Box 997377 Sacramento, California 96899-7377 Notices required to be given in writing by State under this Agreement shall be sent to: I A change of address for delivery of notice may be given by written notice to the other party. All written notices that are required either expressly or by implication to be given by one party to the other under this Agreement shall be signed for State by its Grant Administrator and for Supplier by its Grant Administrator. Except as otherwise expressly required by this Agreement, all such notices shall be deemed to have been given if delivered personally or if enclosed in a properly addressed postage-prepaid envelope and deposited in a United States Post Office for delivery by registered or certified mail. i 55A-22 Supplier's Name Funding Agreement No. 84 Page 5 of 20 SECTION 11. ENFORCEMENT Any enforcement action, arising out of or relating to this Agreement, may be brought by State or any agent thereof. SECTION 12. MISCELLANEOUS PROVISIONS ATTORNEY FEES In the event either party commences an action or proceeding concerning the subject matter of this Agreement, the prevailing party in such action or proceeding shall be entitled to recover reasonable attorney fees incurred therein. SEVERABILITY If any provision of this Agreement is held invalid or unenforceable by any court of final jurisdiction, it is the intent of the parties that all other provisions of this Agreement be construed to remain fully valid, enforceable, and binding on the parties. GOVERNING LAW This Agreement is governed by and shall be interpreted in accordance with the laws of the State of California. CHILD SUPPORT COMPLIANCE ACT Supplier acknowledges that it is the policy of this state that anyone who enters into a contract with a state agency shall recognize the importance of child and family support obligations and shall fully comply with all applicable state and federal laws relating to child and family support enforcement, including, but not limited to, disclosure of information and compliance with earnings assignment orders, as provided in Chapter 8 (commencing with Section 5200) of Part 5 of Division 9 of the Family Code. Supplier further acknowledges that to the best of its knowledge it is fully complying with the earnings assignment orders of all employees and is providing the names of all new employees to the New Hire Registry maintained by the Employment Development Department. LEGAL CAPACITY Supplier hereby warrants and represents that it is a legal entity in good standing, and that it has the authority to enter into this Agreement. Supplier shall notify State as promptly as feasible of any proposed change in Supplier's ownership, organization, legal form or service area. VENUE The parties agree that venue of any action between the parties arising out of this Agreement, including disputes that may arise following termination of the Agreement, shall be County of Sacramento, State of California. 55A-23 Suppliers Name Funding Agreement No. 84 Page 6 of 20 DATE OF EXECUTION Date of Execution of this Agreement is the date of the latest in time execution by a party hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement: Approved as to Legal Form STATE OF CALIFORNIA and Sufficiency: CALIFORNIA DEPARTMENT OF PUBLIC HEALTH By BY Signature Signature i Print Name Print Name Title Title Date Date SUPPLIER (Entity Name) BY Signature Print Name Title Address Date 55A-24 Supplier's Name Funding Agreement No. 84 Page 7 of 20 EXHIBIT A STANDARD CONDITIONS ARTICLE A-1. DEFINITIONS Whenever in this Agreement the following terms are used, their meaning shall be as follows unless the context clearly requires otherwise: Agreement -The Funding Agreement to which this Exhibit A "Standard Conditions" is appended. Days--Calendar days unless otherwise expressly indicated. Month--Calendar month unless otherwise expressly indicated. Year--Calendar year unless otherwise expressly indicated. Eligible a Project Costs--Those project costs which are eligible for funding under the Act and applicable State law and implementing criteria. Force Account--The use of Supplier's own employees or equipment on the Project. Grant Amount--The total amount disbursed to Supplier under this Agreement. Public Water System or Public Water Supply System--A system for the provision to the public of water for human consumption, as defined in Part 12, Chapter 4 (commencing with Section 116270), of Division 104 of the Health and Safety Code, as it may be amended. ARTICLE A-2. TERM OF AGREEMENT Subject to the provisions of Article A-7, this Agreement shall become effective on the Date of Execution and shall remain in effect until the Project Completion Date, determined in accordance with the provisions of Article A-S. Such period of time shall be the term of this Agreement. ARTICLE A-3. BASIC CONDITIONS PRECEDENT State shall have no obligation to disburse funds under this Agreement unless and until (a) Supplier has provided satisfactory documentation of the action taken by its governing body authorizing it to enter into this Agreement, and designating a 7 55A-25 Supplier's Name Funding Agreement No. 84 Page 8 of 20 representative to execute this Agreement and to sign a claim for disbursement of funds. (b) Supplier has provided detailed information concerning the account established for deposit of funds received from State. (c) Supplier has submitted an initial budget approved by State in the form of Attachment 1 to this Agreement. ARTICLE A-4. COMPLIANCE WITH LAWS, REGULATIONS, AND PERMIT REQUIREMENTS Supplier shall at all times comply with, and require its contractors and subcontractors to comply with, all applicable federal and state laws, rules and regulations, permits, and all applicable local ordinances, including, but not limited to, environmental, labor, procurement and safety laws, rules, regulations, permits, and ordinances. ARTICLE A-5. PROJECT CHANGES The Project shall be constructed in accordance with the plans and specifications approved by State on . Supplier shall not make any change in the Project, or issue any change order to a contractor, without receiving prior written approval from State. Supplier may request a one-time increase in the total funding provided in this Agreement. Such request shall be based upon the final accepted construction bids. Such request may be granted or denied at the sole discretion of State. Supplier shall submit to State in writing any proposed changes to the Project budget including but not limited to transferring of funds between line item allotments. Supplier shall obtain written approval of such proposed changes from State before the proposed changes are adopted. Supplier shall not use any funds from any contingency allotment without receiving prior written approval from State. ARTICLE A-6. DISBURSEMENTS BY STATE (a) Claims Supplier shall request disbursement by submitting to State a claim(s) for incurred Eligible Project Costs. A claim for disbursement of funds shall be provided in the form of Attachment 2 to this Agreement and shall not be submitted more than once a month and shall include: 8 55A-26 Supplier's Name Funding Agreement No. 84 Page 9 of 20 (1) a statement with supporting documentation of Eligible Project Costs that have been incurred during the period identified in the particular claim, including, but not limited to construction, legal, engineering, and administrative fees associated with the Project; (b) Disbursements Following the review and approval of a claim by State, it will disburse to Supplier an approved amount, subject to any retention requirements specified in Exhibit B, Special Terms and Conditions, and subject to the availability of funds. Any and all funds disbursed to Supplier under this Agreement, and any and all interest earned by Supplier on such funds, shall be used solely to pay Eligible Project Costs. (c) Rejection of Claims A claim may be rejected by State if: (1) it is submitted without signature; (2) it is submitted under signature of a person other than Supplier's duly authorized representative; (3) Supplier fails to timely submit a final claim within the time period specified in Article A-6(f); State will notify Supplier of any claim so rejected, and the reasons therefore. (d) Correction of Claims A claim containing a mathematical error will be corrected by State, after telephone notification to Supplier, and will thereafter be treated as if submitted in the corrected amount. State will confirm correction of the error, to Supplier, in writing. (e) Adjustments to Claims If upon review of a claim State determines that any portion or portions of the costs claimed are ineligible to be funded under the Act, State law, implementing criteria, or the terms of this Agreement, State will notify Supplier, by certified or registered mail, of its determination concerning Supplier's failure to adequately document costs as Eligible Project Costs. Supplier may, within thirty (30) days of the date of receipt of such notice, submit additional documentation or evidence to cure such deficiency(ies). If Supplier does not submit additional information, or if State determines such additional information to be inadequate, State will adjust the pending claim by the amount of the ineligible cost(s). 9 55A-27 Supplier's Name Funding Agreement No. 84 Page 10 of 20 Supplier may submit additional documentation or evidence, and resubmit any such rejected costs on a subsequent claim. (f) Final Claim and Disbursement Not later than six (6) months from the Project Completion Date, as set forth in Article A-8, Supplier shall submit a final claim. With the final claim, Supplier shall provide: (1) A statement of full written disclosure of all sources and amounts of funds contributed to the Project; (2) A certification by Supplier's Grant Administrator that the data disclosed is true and correct; (3) Proof of a Recorded Notice of Completion; (4) A fully executed "Final Release" in the form of Attachment 3 to this Agreement. Should Supplier fail to make the full disclosure and certification required by parts 1 and 2 of this paragraph (f), or should State become aware through any means that Supplier did not disclose all funding sources for the project, the project may be referred to the California Department of Finance for a full project audit. (g) Force Account Costs of construction or construction related activities performed by Force Account are not eligible for grant funding under the terms of this Agreement. Costs of engineering, legal, and administrative activities performed by Force Account, if determined by State, in its sole discretion, to be Eligible Project Costs, may be eligible for grant funding pursuant to the terms of this Agreement. When Supplier uses the services of its own employees, Supplier shall establish accounts and maintain records which reasonably document all employee hours and costs charged to the Project and the associated tasks performed by each employee. ARTICLE A-7. WITHHOLDING OF GRANT DISBURSEMENTS BY STATE AND CANCELLATION OF AGREEMENT (a) Conditions for Withholding If State determines that the Project is not being carried out substantially in accordance with the provisions of this Agreement or that Supplier has failed in any other respect to comply with the terms and conditions of this Agreement, State may 10 55A-28 Supplier's Name Funding Agreement No. 84 Page 11 of 20 give written notice of such failure to comply. If Supplier does not cure any such failure to State's satisfaction within thirty (30) calendar days of receipt of such notice, State may withhold from the Supplier all or any portion of the grant funding and take any other action that it deems necessary to protect its interests, including but not limited to declaring Supplier in default as set forth in Article A-24, or canceling this Agreement pursuant to Subpart (b) of this Article A-7. (b) Withholding Entire Grant Amount If State determines to withhold the entire Grant Amount from Supplier pursuant to Subpart (a) of this Article A-7, notice of such a determination shall constitute a notice of cancellation of this Agreement, and this Agreement shall no longer be binding on any party hereto. Said Notice of Cancellation shall be sent to Supplier by certified or registered mail, and shall be effective upon receipt. (c) Withholding Balance of Grant Amount When a portion of the grant amount has been disbursed to Supplier and State determines to withhold funding, State will notify Supplier.in writing, via certified or registered mail, that State is withholding the balance of the funding from Supplier, pursuant to Subpart (a) of this Article A-7. In such event, Supplier will be deemed to be in default and subject to the provisions of Article A-24. ARTICLE A-$. TIMING OF PROJECT Supplier agrees to proceed expeditiously, and shall meet a Project Completion Date of not later than . Supplier's failure to meet said Project Completion Date may, at the option of State, be considered a material breach of agreement and may be treated as a default under Article A-24. The facility shall not be placed into operation until State has conducted a final inspection and notifies Supplier in writing that the Project is complete. When the Project is complete, Supplier shall certify to State that the Project is complete in accordance with the approved plans and specifications and ready for final inspection by State. The date of such certification by Supplier shall be the Project Completion Date for purposes of this Agreement. I ARTICLE A-9. SUPPLIER'S CONTRACTS Supplier shall be solely responsible for resolution of any and all disputes arising out of or related to Supplier's construction and contracts for construction of the Project, including but not limited to bid disputes and payment disputes with Supplier's contractors and subcontractors and shall provide appropriate releases (as set forth in California Civil Code Title 15) as may be requested by State. 11 55A-29 Supplier's Name Funding Agreement No. 84 Page 12 of 20 ARTICLE A-10. AUDIT AND INSPECTION OF BOOKS AND RECORDS (a) Upon execution of this Agreement and until 3 years following final disbursement under this Agreement, pursuant to Government Code Section 8546.7, the parties shall be subject to the examination and audit by State or any agent thereof, and the State Auditor, with respect to all matters connected with the performance of this Agreement, including, but not limited to, the cost of administering this Agreement. If any litigation, claim, negotiation, audit or other action is commenced before the expiration of said three (3) year period, all records must be retained until such action is resolved, or until the end of said three (3) year period whichever shall later occur. All records of Supplier relating in any way to funding received pursuant to this Agreement shall be preserved for this purpose. (b) During regular office hours, each of the parties hereto and their duly authorized representatives shall have the right to inspect and to make copies of any books, records, or reports of either party pertaining to this agreement or matters related hereto. Each of the parties hereto shall maintain and shall make available at all times for such inspection accurate records of all its costs, disbursements, and receipts with respect to its activities under this Agreement. Failure or refusal by Supplier to comply with this provision shall be considered a substantial failure to comply with this Agreement, State may declare Supplier in default as set forth in Article A-24, withhold disbursements to Supplier, or take any other action it deems necessary to protect its interests. The provisions of this Subpart (b) shall be effective until expiration of the time period provided in Subpart (a) of this Article A-10. ARTICLE A-11. REMITTANCE OF FUNDS BY SUPPLIER Within thirty (30) days following the date of final disbursement of funds, Supplier shall remit to State any funds that were disbursed under this Agreement and were not utilized to pay Eligible Project Costs. Such funds will not be included in the Grant Amount. ARTICLE A-12. ACCOUNTING AND DEPOSIT OF GRANT DISBURSEMENTS (a) Separate Accounting of Grant Disbursements Supplier shall account for the funds disbursed pursuant to this Agreement separately from all other Supplier's funds. Supplier shall maintain accounting procedures that are in accordance with Generally Accepted Accounting Principles. Supplier shall keep complete and accurate records of all receipts, disbursements, and interest earned on such funds. Supplier shall require its agents, contractors and subcontractors to maintain books, records, and other documents pertinent to their work in accordance with Generally Accepted Accounting Principles. Such records shall be subject to inspection by State at any and all reasonable times. 12 55A-30 Supplier's Name Funding Agreement No. 84 Page 13 of 20 (b) Disposition of Funds Disbursed In addition to specific requirements set forth in this Agreement, all funds disbursed pursuant to this Agreement shall be deposited, administered, and accounted for pursuant to all provisions of law applicable to Supplier. (c) Interim and Final Audits In addition to the provisions of Article A-14, at any time following execution of this Agreement and until completion of the Project, or final disbursement whichever shall occur last, State reserves the right to conduct an audit of Supplier's disposition of all funds disbursed under this Agreement. After completion of the Project, State may require Supplier to conduct a final audit, at Suppliers expense, such audit to be conducted by and a report prepared by an independent Certified Public Accountant. Failure or refusal by Supplier to comply with these provisions shall be considered a substantial breach of this Agreement. ARTICLE A-13. INSPECTIONS OF PROJECT BY STATE State shall have the right but not the duty to inspect the work being performed on the Project at any and all reasonable times during the term of this Agreement. This right shall extend to any subcontracts, and Supplier shall include provisions ensuring such access in all its contracts or subcontracts related to the Project. ARTICLE A-14. PROHIBITION AGAINST DISPOSAL OF PROJECT WITHOUT STATE PERMISSION During the term of this Agreement Supplier shall not sell, abandon, lease, transfer, exchange, mortgage, hypothecate, or encumber in any manner whatsoever all or any portion of the Project or any real or other property necessarily connected or used in conjunction with the Project, without prior written consent of State. ARTICLE A-15. NONDISCRIMINATION CLAUSE During the performance of this Agreement, Supplier, its contractors and subcontractors, shall not deny the Agreement's benefits to any person on the basis of religion, color, ethnic group identification, sex, age, physical or mental disability, nor shall they discriminate unlawfully against any employee or applicant for employment because of race, religion, color, national origin, ancestry, physical handicap, mental disability, medical condition, marital status, age, or sex. Supplier, its contractors and subcontractors shall ensure that the evaluation and treatment of employees and applicants for employment are free of such discrimination. Supplier, its contractors and subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Government Code, Section 12900 et seq.), the 13 55A-31 Supplier's Name Funding Agreement No. 84 Page 14 of 20 regulations promulgated thereunder (California Code of Regulations, Title 2, Section 7285.0 et seq.), the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (Government Code, Sections 11135-11139.5) and the regulations or standards adopted by the awarding State Agency to implement such article. By signing this Agreement, Supplier assures State that it shall comply with the requirements of the Americans with Disabilities Act (ADA) of 1990, (42 U.S.C. 12101 et seq.), which prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines issued pursuant to the ADA; the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000d (1988) et seq.; Section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. 794 (1989); Federal Water Pollution Control Act Amendments of 1972, Pub.L. No. 92-500, 86 Stat 816; and the Age Discrimination Act of 1975, as amended, 42 U.S.C. 6102 (1994); together with all applicable regulations and guidelines adopted to implement same. Said group of laws and requirements are collectively referred to in this Agreement as the "anti-discrimination laws". Supplier agrees to collect and maintain information to show compliance with the "anti-discrimination laws" including a list of discrimination complaints, reports of any compliance reviews conducted by other agencies descriptions of any pending discrimination-based lawsuits and data on the racial, ethnic, national origin, sex and handicap characteristics of the population it serves. Supplier, its contractors and subcontractors shall give written notice of their obligations under this Article to labor organizations with which they have a collective bargaining or other agreement. Supplier's signature on this Agreement shall constitute a certification under penalty of perjury under the laws of the State of California that Supplier has, unless exempted, complied with the nondiscrimination program requirements of Government Code, Section 12990, and Title 2, California Code of Regulations, Section 8103. Supplier shall include the nondiscrimination and compliance provisions of this Article A-15 in all contracts and subcontracts to perform work on the Project. ARTICLE A-16. WORKERS' COMPENSATION CLAUSE Supplier affirms that it is aware of the provisions of Section 3700 of the California Labor Code, which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and Supplier affirms that it will comply with such provisions before commencing performance of work under this Agreement and will make its contractors and. subcontractors aware of this provision. 14 55A-32 Suppl'ier's Name Funding Agreement No. 84 Page 15 of 20 ARTICLE A-17. SUCCESSORS AND ASSIGNS This Agreement and all of its provisions shall inure to the benefit of, apply to, and bind the heirs, successors and assigns of the parties hereto. No assignment or transfer of this Agreement or any part hereof by Supplier shall be valid unless and until it is approved by State and made subject to such reasonable terms and conditions as State may impose. ARTICLE A-18. STATE TO BE HELD HARMLESS Supplier shall indemnify, hold harmless, protect and defend State and its officers, employees, agents and representatives from any loss, suit, action or claim brought for, or on account of any violation of law, ordinance, rule, or regulation, or any injury, damage, or loss, including death, caused by acts or omissions of Supplier, its employees, contractors, or agents; or in any way arising from, or related to the Project. ARTICLE A-19. REMEDIES NOT EXCLUSIVE The use by either party of any remedy specified herein for the enforcement of this Agreement is not exclusive, and shall not deprive the party using such remedy of, or limit the application of, any other remedy provided by law. i ARTICLE A-20. AMENDMENTS This Agreement may be amended only by mutual written agreement signed by the parties hereto. Requests by Supplier for amendments must be in writing stating the amendment request and the reason for the request. j ARTICLE A-21. WAIVER OF RIGHTS It is the intention of the parties hereto that from time to time either party may waive any of its rights under this Agreement unless contrary to law. Any waiver by either party hereto of rights arising in connection with this Agreement shall not be deemed to be a waiver with respect to any other rights or matters. ARTICLE A-22. DISPUTE CLAUSE Any dispute that Supplier may have regarding the performance of this Agreement including, but not limited to, claims for additional disbursements of funds or extension of time, shall be submitted to State's Grant Administrator identified in Section 10 of this Agreement. State's Grant Administrator may make findings and recommendations and transmit a copy of the claim and any such findings and recommendations to the California Department of Public Health , Chief, Division of Drinking Water and Environmental Management, who shall make a decision on such dispute which decision shall be in writing and transmitted to Supplier by certified or registered mail. Said decision shall be final and conclusive. i 15 55A-33 Supplier's Name Funding Agreement No. 84 Page 16 of 20 ARTICLE A-23. PERFORMANCE AND ASSURANCES Supplier agrees to faithfully and expeditiously perform or cause to be performed all Project work as described in the final plans and specifications as submitted to and approved by State, and to apply funds received only to Eligible Project Costs and to operate and maintain the Project in accordance with applicable provisions of the law. ARTICLE A-24. DEFAULT PROVISIONS (a) Supplier will be in default under this Agreement if any of the following occur: (1) Supplier's failure to make any remittances required by this Agreement; (2) Supplier's substantial breach of this Agreement, or any supplement or amendment to it; (3) Supplier's making of any false warranty, representation, or statement with respect to this Agreement or the Project; (4) Dissolution or cessation of operations by Supplier, termination of Supplier's existence, insolvency of Supplier, or filing of a voluntary or involuntary bankruptcy petition by or on behalf of Supplier; and/or (b) When an event of default occurs, State may give Supplier notice of default. Supplier shall have thirty (30) calendar days from the date of such notice to cure the default. If Supplier fails to timely cure the default to the satisfaction of State, then State may do any or all of the following: (1) Declare that any and all amounts disbursed to Supplier under the terms of this Agreement shall be deemed an obligation of Supplier and due and payable to State; (2) Declare Supplier's obligations immediately due and payable, with or without demand or notice to Supplier, which Supplier expressly waives; (3) Terminate any obligation of State to make further disbursements to Supplier under this Agreement; (4) Perform any of Supplier's obligations under this Agreement for Supplier's account; and/or (5) Take any other action it deems necessary to protect its interests. (c) Supplier agrees that any remedy provided in this Agreement is in addition to and not in derogation of any other legal or equitable remedy available to State as a 1s 55A-34 Supplier's Name Funding Agreement No. 84 Page 17 of 20 result of a breach of agreement by Supplier, whether such breach occurs before or after completion of the Project. (d) No waiver by State of any breach or default will be a waiver of any other breach or default. ARTICLE A-25. DRUG-FREE WORKPLACE CERTIFICATION By signing this Agreement, Supplier hereby certifies under penalty of perjury under the laws of the State of California that Supplier will comply with the'requirements of the Drug-Free Workplace Act of 1990 (Government Code Section 8350 et seq.) and will provide a drug-free workplace by taking the following actions: (a) Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations. (b) Establish a Drug-Free Awareness program to inform employees about all of the following: i (1) The dangers of drug abuse in the workplace; (2) The person's or organization's policy of maintaining a drug-free workplace; (3) Any available counseling, rehabilitation and employee assistance programs; (4) Penalties that may be imposed upon employees for drug abuse violations. (c) Every employee who works on the Project: (1) Shall be issued a copy of Supplier's drug-free policy statement; (2) Shall agree to abide by terms of Supplier's statement as a condition of employment on the Project. This Agreement may be subject to suspension of payments or termination, or both, and Supplier may be subject to debarment if State determines that: (1) Supplier has made a false certification, or (2) Supplier has violated the certification by failing to carry out the requirements of this Article A-25. 17 55A-35 i Supplier's Name Funding Agreement No. 84 Page 18 of 20 ARTICLE A-26. CONFLICT OF INTEREST--CURRENT AND FORMER STATE EMPLOYEES (a) Current State Officers and Employees: (1) Supplier shall not utilize in the performance of this Agreement any state officer or employee in the state civil service or other appointed state official unless the employment, activity, or enterprise is required as a condition of the officer or employee's regular state employment. Employee in the state civil service is defined to be any person legally holding a permanent or intermittent position in the state civil service. (2) If any state officer or employee is utilized or employed in the performance of this Agreement, Supplier shall first obtain written verification from State that the employment, activity, or enterprise is required as a condition of the officer's, employee's, or official's regular state employment and shall keep said verification on file for three (3) years after the termination of this Agreement. i (3) Supplier may not accept occasional work from any currently employed state officer, employee, or official (4) If Supplier accepts volunteer work from any currently employed state officer, employee, or official, Supplier may not reimburse, or otherwise pay or compensate, such person for expenses incurred, including, without limitation, travel expenses, per diem, or the like, in connection with volunteer work on behalf of Supplier. (5) Supplier shall not employ any state officers, employees, or officials who are on paid or unpaid leave of absence from their regular state employment. (6) Supplier or anyone having a financial interest in the Agreement may not become a state officer, employee, or official during the term of this Agreement. Supplier shall notify each of its employees, and any other person having a financial interest in this Agreement that it is unlawful under the Public Contract Code for such person to become a state officer, employee, or official during the term of this Agreement unless any relationship with the Supplier giving rise to a financial interest, as an employee or otherwise, is first terminated. (7) Occasional or one-time reimbursement of a state employee's travel expenses is not acceptable. (b) Former State Officers and Employees: (1) Supplier shall not utilize in the performance of this Agreement any formerly employed person of any state agency or department that was employed under the state civil service, or otherwise appointed to serve in the State Government, if that person was engaged in any negotiations, transactions, planning, arrangement, or any 18 55A-36 Supplier's Name Funding Agreement No. 84 Page 19 of 20 part of the decision making process relevant to the Agreement while employed in any capacity by any state agency or department. This prohibition shall apply for a two (2) year period beginning on the date the person left state employment. the date of (2) Supplier shall not utilize within twelve (12) months from separation from services, a former employee of the contracting state agency or department if that former employee was employed in a policy making position in the same general subject area as the proposed Agreement within the twelve (12) month period prior to the employee leaving state service. ARTICLE A-27. ADDITIONAL INSURED Supplier agrees that for any policy of general liability insurance concerning the construction of the Project, it will cause, and will require its contractors and subcontractors to cause, a certificate of insurance to be issued showing State, its, officers, agents, employees, and servants as additional insureds; and shall provide State with a copy of all such certificates prior to the commencement of construction of the Project. ARTICLE A-28. PROHIBITED USE OF STATE FUNDS FOR SOFTWARE Supplier certifies that it has appropriate systems and controls in place to ensure that state funds will not be used in the performance of this Agreement for the acquisition, operation or maintenance of computer software in violation of copyright laws. ARTICLE A-29 LABOR COMPLIANCE Supplier shall comply with Public Resources Code section 75075 regarding Labor Compliance Programs. Supplier's failure or refusal to comply with this requirement shall be considered a substantial breach of this Agreement. 19 55A-37 Supplier's Name Funding Agreement No. 84 Page 20 of 20 EXHIBIT B SPECIAL TERMS AND CONDITIONS ARTICLE B-1. (NOTE TO ANALYST: USE CONDITIONS 1-7 OF MOA IF APPLICABLE 1. Supplier shall notify the California Department of Public Health, construction is completed. District Office when 2. Notwithstanding any other term or condition of this Agreement, Supplier may be reimbursed only for such Eligible Project Costs consisting of eligible construction expenses incurred on or after , the date of Supplier's Letter of Commitment, and eligible preliminary expenses incurred after November 7&, 2006. 3. Supplier shall notify the California Department of Public Health, District Office prior to any start up testing of the treatment facilities. 20 55A-38 SAMPLE RESOLUTION - March 2008 RESOLUTION NO. RESOLUTION AUTHORIZING SIGNATURE OF A FUNDING AGREEMENT AND RELATED DOCUMENTS FOR FUNDING UNDER THE SAFE DRINKING WATER, WATER QUALITY AND SUPPLY, FLOOD CONTROL, RIVER AND COASTAL PROTECTION BOND ACT OF 2006 (PROPOSITION 84) WHEREAS, on the made application to the State of California for $ ; and WHEREAS, on , the State of California issued a Funding Agreement to committing grant funds under the Proposition 84 Program for (proiect description/number) subject to terms and conditions; and WHEREAS, on , said (entity name/Board of Directors) adopted a project budget totaling $ ; and WHEREAS, the remaining $ of project costs are to be funded by, through, or with ; and (forjoint funded projects only-may need to use more than one line for this for multiple sources) WHEREAS, prior to the State of California issuing said Funding Agreement, said (entity name/Board of Directors) is required to pass a resolution formally establishing a dedicated source of revenue for operation and maintenance costs associated with this Project, authorizing an officer to execute said Funding Agreement and amendments, designating a person to approve claims for reimbursement, designating a person (registered engineer) to sign the Budget and Expenditure Summary, designating a person (registered engineer) to sign Certification of Project Completion, and designating a person to sign the Final Release form. (NOTE: The italicized portion above is intended for projects that may significantly increase O&M, such as treatment plants.) NOW, THEREFORE, BE IT RESOLVED AND ORDERED, that the (insert title is hereby authorized to sign The Safe Drinking Water, Water Quality and Supply, Flood Control, River and Coastal Protection Bond Act of 2406 (Proposition 84) Funding Agreement and any amendments thereto, and BE IT FURTHER RESOLVED AND ORDERED, that the (insert title) is hereby authorized to approve claims for reimbursement under the Program (or for the Project); and BE IT FURTHER RESOLVED AND ORDERED, that (insert name), a registered engineer, is hereby authorized to execute the Budget and Expenditure Summary under the Program (or for the Project); and Page 1 of 2 55A-39 SAMPLE RESOLUTION March 2008 BE IT FURTHER RESOLVED AND ORDERED, that the (insert title) is hereby authorized to sign the Final Release Form under the Program (or for the Project); and BE IT FURTHER RESOLVED AND ORDERED, that (insert name), a registered engineer, is hereby authorized to certify that the project is complete and ready for final inspection; and Passed and adopted by the (entity name/Board of Directors) on by the following vote: AYES: Directors NOES: Directors EXCUSED: Directors President ATTEST: Secretary of the By: Deputy Clerk Page 2 of 2 55A-40 STATE OF CALIFORNIA DEPARTMENT OF FINANCE PAYEE DATA RECORD (Required when receiving payment from the State of California in lieu of IRS W-9) STD. 264 (Rev. 6-2003) INSTRUCTIONS: Complete all information on this form. Sign, date, and return to the State agency (department/office) address shown at the bottom of this page. Prompt return of this fully completed form will prevent delays when prooessing payments. Information provided In this form will be used by State agencies to prepare Information Returns (1099).. See reverse side for more information and Privacy Statement. NOTE: Governmental entities, federal, State, and local (including school districts), are not r aired to submit this fort. PAYEE'S LEGAL BUSINESS NAME (Type or Print) a SOLE PROPRIETOR - ENTER NAME AS SHOWN ON SSN (Last, First, M.I.) E-MAIL ADDRESS MAILING ADDRESS BU51NES5 ADDRESS CITY, STATE, ZIP CODE CITY, STATE, ZIP CODE [3] ENTER FEDERAL. EMPLOYER IDENTIFICATION NUMBER (FEIN): I I I -III I I I I I NOTE: Payment will not PARTNERSHIP CORPORATION: be processed PAYEE ? MEDICAL (e.g., dentistry, psychotherapy, chiropractic, etc.) without an ENTITY Q accompanying ESTATE OR TRUST ? LEGAL (e.g., attorney services) taxpayer I.D. TYPE D EXEMPT (nonprord) number, ? ALL OTHERS CHECK l ONE BOX 0 INDIVIDUAL OR SOLE PROPRIETOR I I I I -I I I ^ I I I i ONLY ENTER SOCIAL SECURITY NUMBER: SSN required authorhy of Califomia Revenue and Tax Code Section 19846 California resident - Qualified to do business in California or maintains a pemtanent place of business in California. 0 California nonresident (see reverse side) - Payments to nonresidents for services may be subject to State income tax PAYEE withholding. RESIDENCY ? No services performed in California. STATUS ? Copy of Franchise Tax Board waiver of State withholding attached. I I hereby certify under penalty of perjury that the information provided on this document is hue and correct Should my residency status change, I will promptly notify the State agency below. AUTHORIZED PAYEE REPRESENTATIVE'S NAME (Type or Print) TITLE SIGNATURE DATE TELEPHONE Please return completed form to: a Department/Office: UniVSection: Mailing Address: CitylStatelZip: Telephone: Fax: O E-mail Address: 55A-41 STATE OF CALIFORNIA-DEPARTMENT OF FINANCE PAYEE DATA RECORD STD. 204 (Rev. 6-2003) (REVERSE) Requirement to Comalete Payee Date Record, STD. 204 1 A completed Payee Data Record, STD. 204, is required for payments to all non-governmental entities and will be kept on file at each State agency. Since each State agency with which you do business must have a separate STD. 204 on file, it is possible for a payee to receive this form from various State agencies. Payees who do not wish to complete the STD, 204 may elect to not do business with the State, If the payee does not complete the STD. 204 and the required payee data is not otherwise provided, payment may be reduced for federal backup withholding and nonresident State income tax withholding. Amounts reported on Information Returns (1099) are in accordance with the Internal Revenue Code and the California Revenue and Taxation Code. 2 Enter the payee's legal business name. Sole proprietorships must also include the owner's full name. An individual must list his/her full name. The mailing address should be the address at which the payee chooses to receive correspondence. Do not enter payment address or lock box information here. 3 Check the box that corresponds to the payee business type. Check only one box. Corporations must check the box that identifies the type of corporation. The State of California requires that all parties entering into business transactions that may lead to payment(s) from the State provide their Taxpayer Identification Number (TIN). The TIN is required by the California Revenue and Taxation Code Section 18646 to facilitate tax compliance enforcement activities and the preparation of Form 1099 and other information returns as required by the Internal Revenue Code Section 6109(a)- The TIN for individuals and sole proprietorships is the Social Security Number (SSN). Only partnerships, estates, trusts, and corporations will enter their Federal Employer Identification Number (FEIN). Are you a California resident or nonresident? 4 A corporation will be defined as a "resident" if it has a permanent place of business in California or is qualified through the Secretary of State to do business in California. A partnership is considered a resident partnership if it has a permanent place of business in Califomia. An estate is a resident if the decedent was a California resident at time of death. A trust is a resident if at least one trustee is a California resident., For individuals and sole proprietors, the term "resident" includes every individual who is in California for other than a temporary or transitory purpose and any individual domiciled in California who is absent for a temporary or transitory purpose. Generally, an individual who comes to California for a purpose that will extend over a long or indefinite period will be considered a resident. However, an individual who comes to perform a particular contract of short duration will be considered a nonresident. Payments to all nonresidents may be subject to withholding, Nonresident payees performing services in California or receiving rent,. lease, or royalty payments from property (real or personal) located in California will have 7% of their total payments withheld for State income taxes. However, no withholding is required if total payments to the payee are $1,500 or less for the calendar year. For information on Nonresident Withholding, contact the Franchise Tax Board at the numbers listed below: Withholding Services and Compliance Section: 1-888-792.4900 E-mail address: wscs.gen@ffb.ca,gov For hearing impaired with TDD, call: 1-800-822-6268 Website: www.ftb.ca,gov 5 Provide the name, title, signature, and telephone number of the individual completing this form, Provide the date the form was completed- 6 This section must be completed by the State agency requesting the STD. 204. Privacy Statement Section 7(b) of the Privacy Act of 1974 (Public Law 93-579) requires that any federal, State, or local governmental agency, which requests an individual to disclose their social security account number, shall inform that individual whether that disclosure is mandatory or voluntary, by which statutory or other authority such number is solicited, and what uses will be made of it- It is mandatory to furnish the information requested. Federal law requires that payment for which the requested information is not provided is subject to federal backup withholding and State law imposes noncompliance penalties of up to $20,000. You have the right to access records containing your personal information, such as your SSN. To exercise that right, please contact the business services unit or the accounts payable unit of the State agency(ies) with which you transact that business. All questions should be referred to the requesting State agency listed on the bottom front of this form. 55A-42 r r C m = nm. w _ w U 0 a 0 uj u U g~ o o o o o o o o o o o a o n. ~a o 0 o 0 o o 0 o o o o a L J° a o 6 0 0 0 0 0 6 0 6 F o b°} to A. A} Ef? 6c} fR bF? 6% E!4 fi? E o c O N ` L Q E .0Q o E a n 0 _ ¢ m 0 F- CD C. c w Cl) c r o 0: ~ T D LLI N 2 v, w ~i a) I- V C X cn C_1 EL _ h c fl o ° ~ Q U L Q og w 0 z= E J E n. E a s" z o X s a' W N Uj cti d F- Q O m ~ F- E Itm- Q IL Q z0 z C) (Dxx M Lu C LL a °o a m w o ~ w~ ° w w E E :3 o w ~m to m w m - a Q U a w o li > z a w (L a V) a a Z w ~ 'gl 2 W 0 a w y N J C/} O m . CL z D 3: D 0 W O ~ U a c z to m U N Q Q Ja t=-aa j a 6 z m N y Q Q Q m ° o Q w ~ ~ Z ooo U H H- Q ° 0. x o m w A D o E ° U z N N N 0 a tai a U) Z U 55A-43 Attachment 3 Final Release Definitions: As used in this release "Funding Agreement" refers to that certain State of California Department of Public Health Funding Agreement identified in paragraph 2 below; "final invoice" refers to "final claim" as used in said Funding Agreement and "Supplier" refers to the party identified as "Supplier" in said Funding Agreement. Instructions to Supplier: With your final invoice(s) submit one (1) original and one (1) copy. The original must bear the original signature of a person authorized to bind Supplier. The additional copy may bear photocopied signatures. 2. Submission of Final Invoice Pursuant to Funding Agreement number entered into between the State of California Department of Public Health (CDPH) and the Supplier (identified below), the Supplier does acknowledge that final payment has been requested via invoice number in the amount of $ _and dated 3. Release of all Obligations By signing this form, and upon receipt of the amount specified in the invoice number referenced above, Supplier does hereby release and discharge the State, its officers, agents and employees of and from any and all liabilities, obligations, claims, and demands whatsoever arising from the above referenced Agreement. 4. Repayments Due to Audit Exceptions 1 Record Retention By signing this form, Supplier acknowledges that expenses authorized for reimbursement does not guarantee final allowability of said expenses. Supplier agrees that the amount of any sustained audit exceptions resulting from any subsequent audit made after final payment will be refunded to the State. All expense and accounting records related to the above referenced Agreement must be maintained for audit purposes for no less than three years beyond the date of final payment, unless a longer term Is stated in said Funding Agreeement. 5. Other Issues By signing this form, Supplier further agrees, in connection with any claims that are not specifically released as set forth above, that it will comply with all of the provisions contained in the above referenced Funding Agreement, including, but not limited to; those provisions relating to notification to the State and related to resolution of disputes and the defense or prosecution of litigation. ONLY SIGN AND DATE THIS DOCUMENT WHEN ATTACHING TO THE FINAL INVOICE Supplier's Legal Name (as on Agreement) Date: Signature of Supplier Printed Namerritle of Person Signing CDPH Distribution: Accounting (Original) Program(Copy): Division of Drinking Water and Environmental Management 55A-44 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: CLERK OF COUNCIL USE ONLY: DECEMBER 19, 2011 TITLE: APPROVED RESOLUTION ACCEPTING LETTER OF ? As Recommended COMMITMENT FOR THE CATALINA El Amended F1 Or dinance on 1s' Reading STREET PUMP OWNERS ASSOCIATION ? Ordinance on 2nd Reading ? Implementing Resolution ? Set Public Hearing For CONTINUED TO FILE NUMBER CITY MANAGER RECOMMENDED ACTION Adopt a resolution accepting a letter of commitment for Proposition 84 funding to construct public water system improvements to serve the Catalina Street Pump Owners Association, and authorize Public Works Agency staff to perform actions as required by the State Department of Public Health. DISCUSSION The Catalina Street Pump Owners Association (CSPOA) is a privately owned water system that provides domestic water service to approximately 54 residences in the city. The well serving CSPOA is contaminated with uranium and does not meet Title 22 drinking water standards. The CSPOA cannot afford to purchase a water treatment system; therefore, the State Department of Public Health (DPH) together with CSPOA has requested that water system improvements be constructed and service be provided by the City. A resolution was adopted by the City on July 18, 2011 to accept a Proposition 84 grant to finance construction costs for the public water system improvements (Exhibit 1). On August 16, 2011, the City received a letter of commitment from DPH stating that Proposition 84 funds have been reserved for this project and authorizing the City to begin construction of the water system improvements (Exhibit 2). The project was advertised for bids and a construction contract was awarded by City Council on November 28, 2011. The project is under construction. City staff is proceeding with securing the required funding agreement from DPH. As a condition for final approval of this agreement, the City must adopt a resolution selecting a legally authorized representative to execute the following actions: 1. Sign the funding agreement. 2. Approve claims for reimbursement. 55B-1 Resolution Accepting Letter of Commitment for the Catalina Street Pump Owner's Association December 19, 2011 Page 2 3. Sign the budget and expenditure summary. 4. Sign the final release form. 5. Sign the certification that the project is complete and ready for final inspection. 6. Act as the City's grant administrator. The attached resolution identifies Public Works Agency staff members that are qualified to perform the work in accordance with DPH requirements. ENVIRONMENTAL IMPACT A Notice of Exemption and Categorical Exemption (ER# 2009-190) has been prepared for this project. FISCAL IMPACT There is no fiscal impact associated with this action. Raul Godinez II Executive Director Public Works Agency RG/RB Exhibit: 1. Resolution Exhibit: 2. Letter of Commitment from California Department of Public Health (DPH) 55B-2 Jxs (12/02/11) RESOLUTION NO. 2011- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA TO ACCEPT A LETTER OF COMMITMENT FOR THE CATALINA STREET PUMP OWNERS ASSOCIATION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The City Council of the City of Santa Ana finds, determines and declares as follows: A. The Catalina Street Pump Owners Association (CSPOA) is a privately owned water system that provides domestic water service to approximately 54 residences in the City of Santa Ana. B. The well serving CSPOA is contaminated with uranium and does not meet Title 22 drinking water standards. The CSPOA does not have a regular certified operator and cannot afford to purchase a water treatment system. C. The Treasurer for CSPOA, Mr. Jim Stice, has declared his intent to cease operations and direct CSPOA customers to connect to the City's water system. D. The cost to construct the public water system improvements required to serve CSPOA is estimated at approximately $337,516. E. The State of California Department of Public Health (DPH) has filed an application on behalf of CSPOA for a Proposition 84 grant that will cover up to 100% of the construction costs. F. The City has received a Letter of Commitment (LOC) from the DPH promising a grant in the amount of $441,651 to fund costs for this project. Section 2. The Council authorizes the Executive Director of Public Works to be the legally authorized representative for the City of Santa Ana to execute the following actions as required by the LOC: A. Sign the funding agreement; Resolution No. 2011-XXX Exhibit 1 Page 1 of 3 55B-3 Section 3. The Council authorizes the Water Resources Manager to be the legally authorized representative for the City of Santa Ana to execute the following actions as required by the LOC: A. Approve claims for reimbursement; B. Sign the Final Release Form; C. Be the City's Grant Administrator. Section 4. The Council authorizes Cesar Barrera, a registered engineer, to be the legally authorized representative for the City of Santa Ana to execute the following actions as required by the LOC: A. Sign the Budget and Expenditure Summary; B. Review and sign claim forms; C. Sign the certifications that the project is complete and ready for final inspection; and Section 5. Upon completion of the public water system improvements, the City of Santa Ana will make available water service to CSPOA customers, contingent upon each customer applying for water service, with connection fees being fully reimbursable, as specified and required by this Letter of Commitment. Section 6. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this day of 2011. Miguel A. Pulido Mayor Resolution No. 2011-XXX Page 2 of 3 55B-4 Jxs (12/02/11) APPROVED AS TO FORM: Joseph Straka, Interim City Attorney By: Jose Sandoval Chief Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Maria D. Huizar, Clerk of the Council, do hereby attest to and certify that the attached Resolution No. 2011-XXX to be the original resolution adopted by the City Council of the City of Santa Ana on Date: Clerk of the Council City of Santa Ana Resolution No. 2011-XXX Page 3 of 3 55B-5 55B-6 State of California--Health and Human Services Agency California Department of Public Health I)COPH RON CHAPMAN, MD, MPH EDMUND G. BROWN JR. Govemor Director = ?Ti RECE N~ LED Mr. Raul Godinez II, P.E. Executive Director AUG 2.2 2011 Public Works Agency City of Santa Ana DrlnkingWater 19" 220 S. Daisy Avenue Santa Ana District Santa Ana, CA 92703 Dear Mr. Godinez: SAFE DRINKING WATER, WATER QUALITY AND SUPPLY, FLOOD CONTROL, RIVER AND COASTAL PROTECTION BOND ACT OF 2006, PUBLIC RESOURCES CODE COMMENCING WITH SECTION 75001 (PROPOSITION 84) FOR THE CITY OF SANTA ANA ON BEHALF OF CATALINA STREET PUMP OWNERS ASSOCIATION, PROJECT NO. P84C-3000662-003C Your application for funding has been reviewed by the California Department of Public Health (State). We have determined that the Catalina Street Pump Owners Association consolidation project, Project No. P84C-3000662-003C, as proposed by the City of. Santa Ana (City) is eligible for a grant funding under Proposition 84, Section 75022. This letter and the attachment hereto serve as your.Letter of Commitment (LOC) stating that, subject to availability of funds, grant funds in the amount of $441,651 have been reserved for this project provided that the terms and conditions as set forth in the attachment to this letter are met. This letter also serves as the State's authorization to the City to begin construction of the project as described in the plans and specifications approved by the CDPH Santa Ana District Office on February 22, 2010, and deemed exempt from California Environmental Quality Act (CEQA) requirements by the City, acting as the CEQA lead agency, on August 1, 2011. This authorization to begin construction is subject to the availability of funds, and the terms and conditions as set forth in the attachment to this letter. In order to maintain this reservation of funds, it is essential that you sign the Attachment at the space provided and return it within 30 calendar days. n Division of Drinking Water and Environmental Management P.Q. Box 997377, MS 7416, 1616 Capitol Avenue, 2"° Floor, Sacramento, CA 958997377 Exhibit 2 (816) 449-5600 (916) 449-5655 Fax Internet Address: www.cdoh.ca.gov 55B-7 Mr. Raul Godinez II Page 2 of 3 A,uq Please mail the signed LOC Attachment to: Lance Reese Proposition 84 Program Division of Drinking Water and Environmental Management California Department of Public Health 1616 Capitol Avenue P.O. Box 997377, MS 7408 Sacramento, CA 95899-7377 We commend the City of Santa Ana for taking steps to enhance the provision and protection of the drinking water supplied to the residents of the Catalina Street service area. If you have any questions regarding this letter, please contact the Proposition 84 program at (916) 449-5600 or by e-mail at dwpfunds@cdph.ca.gov. Sincerely, dud, c %-ker, Leah Godsey P.E., Chief Division of Drinking Water and Environmental Management Attachment: Letter of Commitment Enclosures: Funding Agreement Template Sample Resolution STD 204 Payee Data Record CDPH Budget and Expenditure Summary Final Release cc: The Honorable Jose Solorio Member of the Assembly State Capitol, Room 3146 Sacramento, California 95814 The Honorable Lou Correa Member of the Senate State Capitol, Room 5052 Sacramento, Califomia 95814 Jim Stice Board Vice President Catalina Street Pump Owners Association 5520 W. Roosevelt Avenue Santa Ana, CA 92703 55B-8 Mr. Raul Godinez II Page 3 of 3 Oliver Pacifica District Engineer Drinking Water Field Operations Branch California Department of Public Health 605 W. Santa Ana Blvd., Bldg. #28, Room 325 Santa Ana, CA 92701 Ray Burk Project Engineer City of Santa Ana 220 S. Daisy Avenue Santa Ana, CA 92703 i i 55B-9 CITY OF SANTA ANA PROPOSITION 84 SECTION 75022 LETTER OF COMMITMENT ATTACHMENT The California Department of Public Health (State) has determined that the project proposed by the City of Santa Ana (Supplier), Project No. P84C-3000662-003C, is eligible for a grant in the amount of $441,651. The project is for the consolidation project to replace the Catalina Street Pump Owners Association water distribution system, installation of laterals and meters to connect each property to the Supplier, and destruction of Catalina Street Pump Owners Association's only groundwater well (Project). Once the project is completed, the Catalina Street Pump Owners Association (Public Water System No. 3000662) will no longer exist as a public water system. Funding is contingent upon the Supplier's compliance with the following terms and conditions. Compliance shall be determined at the sole discretion of the State or its authorized representative. i. Not later than six (6) months following the date Supplier signs this Letter of Commitment (LOC), unless otherwise specified in this LOC, Supplier shall complete all requirements listed in Section I before a funding agreement will be issued for signature by the Supplier's authorized representative. 1. Supplier shall submit to the State a written resolution, duly adopted by Supplier's governing body, identifying individual(s) with legal authority to: a. sign the funding agreement; b. approve claims for reimbursement; c. sign the Budget and Expenditure Summary; d. sign the Final Release form; and e, sign the certification that the project is complete and ready for final inspection. Person(s) signing the Budget and Expenditure Summary and certification that the project is complete and ready for final inspection must be a registered engineer(s) or person(s) approved by CDPH. 2. Supplier shall submit to the State a written designation of the Supplier's Grant Administrator. Note: You are encouraged to submit a draft of the statements, resolutions, or ordinances to the State for review rior to taking it to your board or governing body for adoption or approval. State will review the draft and recommend to you any-required modifications, thus avoiding unnecessary delays in issuance of your funding agreement. A resolution that does not City of Santa Ana P84C-3000662-003C Page 'i of 5 55B-10 meet program requirements will not be accepted (copy of sample resolution enclosed). 3. If applicable, Supplier shall provide documentation to the State demonstrating that the Supplier has secured the additional funds necessary to assure a fully funded project. II. Prior to final execution of the funding agreement by the State, the following items must be provided: 1. Supplier shall complete and sign the attached Payee Data Record (STD. 204) form. The form shall be submitted to the State with the signed funding agreement. Failure to comply with the State requirements listed in Sections I and 11 may result in the withdrawal of this LOC. If the LOC is withdrawn, your project will be bypassed but will remain on the project priority list. You may submit a new application for future funding only after receiving another letter of invitation from the State. If for any unforeseen reason you are unable to comply with any of.the above requirements, you should contact the State's Santa Ana District Office as soon as possible. III. Before any funds may be disbursed under terms of the funding agreement, the following items must be .provided: 1. Supplier shall submit to the State evidence that a separate checking account or a separate ledger has been established to account for funds received from the State. Please indicate the name and address of the financial institution, exact name of account holder, and the account name and number. If this checking account is not used solely to account for funds received from the State, you must establish a ledger within your accounting system in accordance with generally accepted accounting principles. The ledger must identify the project number and Proposition 84 funding agreement number. You must provide documentation showing that the ledger has been established. (Please note all accounts are subject to audit at any time) 2. Supplier shall submit to the State an initial budget of eligible project costs approved by the State on a Budget and Expenditure Summary form. 3. Prior to disbursement of funds, Supplier shall demonstrate to State that it has obtained applications for water service from not less than 40 of the 54 owners of property served by the Catalina Street Pump Owners Association; applications to be substantially in the form of executed Supplier's "Application for Water Service". City of Santa Ana P84C-3000662-003C Page 2 of 5 55B-11 IV. General Requirements 1. Supplier must use a competitive bid process for the construction of the project. The bid summary must be submitted to the State's Santa Ana District Office for review and approval 2rior to the awarding of the prime construction contract. 2. If any materials submitted to satisfy the conditions of the LOG are deemed inadequate, Supplier must submit additional information as specified, and within the timeframe designated by the State. 3. Supplier must initiate construction of the project within one (1) year of the Date of Execution of the funding agreement. 4. Supplier must complete construction of the project within three (3) years of the Date of Execution of the funding agreement. 5. Supplier may request a one-time increase in funding following the Date of Execution of the funding agreement. The request must be based upon costs received from competitive bids and shall be submitted to the State for review and approval. Approval of the Supplier's request may be granted or denied at the sole discretion of the State and is subject to the availability of funds. 6. All disbursements for construction costs may be subject to a ten percent (10%) retention on each claim until completion of the project as specified in the funding agreement. 7. Supplier may be reimbursed only for such project costs consisting of eligible construction expenses incurred on or after the date of this LOC, and eligible preliminary expenses incurred after November 7, 2006. 8. No funds will be disbursed until the funding agreement has been executed. 9. Supplier shall comply with Public Resources Code Section 75075 regarding Labor Compliance Programs. 10. Supplier acknowledges the importance to public health and safety of assuring that, upon completion of the Project, no person or entity be able to obtain its domestic water supply from the well located on APN 099-211-06 commonly described as 5217 W-Roosevelt Avenue, Santa Ana, CA 92703 (Well) and currently serving the Catalina Street Pump Owners Association service area; and Supplier expressly agrees to destroy or cause to be destroyed the Well not later than 3 years following the Date of Execution of the funding agreement in order for the well destruction costs to be deemed eligible for reimbursement. Supplier shall submit a copy of the Well destruction permit to the State's Santa Ana District Office. City of Santa Ana P84C-3000662-003C Page 3 of 5 55B-12 11. State agrees that the Supplier's usual connection fees associated with providing water to those properties in the Catalina Street Pump Owners Association service area whose owners apply for water service from the Supplier not later than 60 days following the installation of laterals and meters to connect each property to the Supplier shall be deemed eligible for reimbursement. V. Special Conditions to be included in the Funding Agreement 1. The Supplier shall notify the State's Santa Ana District Office when the project construction is 50% complete. Note: Pursuant to Government Code Section 8546.7, the contracting parties shall be subject to the examination and audit of the State or any agent thereof, and the State Auditor. All correspondence with the State, shall be submitted to: California Department of Public Health Division of Drinking Water and Environmental Management Proposition 84 Program P.O. Box 997377, MS 7408 Sacramento, CA 95899-7377 Supplier's signature below indicates Supplier's acceptance of these terms and conditions and Supplier's intention to proceed with the project. It does not constitute any obligation on Supplier's part to enter into the grant funding agreement. Failure to sign and return this LOC within the time period specified will result in the withdrawal of the reservation of funds and the bypass, of this Project. In order to maintain the reservation of funds in the Proposition 84 accountfor this Project, Supplier must sign this LOC at the space provided below and return it within 30 days of receipt to the State. City of Santa Ana P84C-3000662-003C Page 4 of 5 55B-13 The terms and conditions set forth in this Letter of Commitment are acceptable to the Supplier and it is the Supplier's intention to continue with this Project as proposed. City of Santa Ana Signature: Date: Print Name: Title: Address: City of Santa Ana P84C-3000662-003C Page 5 of 5 55B-14 Proposition 84 Public Agency Grant Funding Agreement No. 84- STATE OF CALIFORNIA HEALTH AND HUMAN SERVICES AGENCY CALIFORNIA DEPARTMENT OF PUBLIC HEALTH FUNDING AGREEMENT BETWEEN THE STATE OF CALIFORNIA DEPARTMENT OF PUBLIC HEALTH AND* (Entity name) PROJECT NUMBER P84- FOR A CONSTRUCTION GRANT UNDER THE CALIFORNIA PUBLIC RESOURCES CODE, SECTION 75022 OF THE SAFE DRINKING WATER, WATER QUALITY AND SUPPLY, FLOOD CONTROL, RIVER AND COASTAL PROTECTION BOND ACT OF 2066 55B-15 ding Agreement No. 84 Fun TABLE OF CONTENTS Section Page 1. Purpose of Funding 1 2. Incorporation of Other Documents 2 3. Project Cost 2 4. Grant Funding 2 5. Supplier's Cost 2 6. Competitive Bidding 2 7. Requirements for Disbursement 3 8. Special Terms and Conditions 3 9. Operation and Maintenance of Project 3 10. Project Officials and Notices 3 11. Enforcement 5 12. Miscellaneous Provisions EXHIBIT A STANDARD CONDITIONS Article Page 7 A- 1. Definitions I A- 2. Term of Agreement 7 A- 3. Basic Conditions Precedent 7 A- 4. Compliance with Laws, Regulations, and Permit Requirements 8 A- 5. Project Changes 8 55B-16 Funding Agreement No. 84 TABLE OF CONTENTS (continued) Article Page A- 6. Disbursements by State 8 (a) Claims 8 (b) Disbursement 9 (c) Rejection of Claims 9 (d) Correction of Claims 9 (e) Adjustments to Claims 9 (f) Final Claim and Disbursement 10 (g) Force Account 10 A- 7. Withholding of Grant Disbursements by State and Cancellation of Agreement.... 10 (a) Conditions for Withholding 10 (b) Withholding Entire Grant Amount 11 (c) Withholding Balance of Grant Amount 11 A- 8. Timing of Project 11 A- 9. Supplier's Contracts 11 A-10. Audit and Inspection of Books and Records 12 A-11. Remittance of Funds By Supplier 12 A-12. Accounting and Deposit of Grant Disbursements 12 (a) Separate Accounting of Grant Disbursements 12 (b) Disposition of Funds Disbursed 13 (c) .interim and Final Audits 13 A-13. Inspections of Project by State 13 A-14. Prohibition Against Disposal of Project Without State Permission 13 A-15. Nondiscrimination Clause 13 A-16. Workers' Compensation Clause 14 A-17. Successors and Assigns 15 A-18. State to be Held Harmless 15 A-19. Remedies Not Exclusive 15 ii 55B-17 Funding Agreement No. 84 TABLE OF CONTENTS (continued) Article Page A-20. Amendments 15 A-21. Waiver of Rights 15 A-22. Dispute Clause A-23. Performance and Assurances 16 A-24. Default Provisions 16. A-25. Drug-Free Workplace Certification 17 A-26. Conflict of Interest--Current and Former State Employees 18 (a) Current State Officers and Employees 18 (b) Former State Officers and Employees 19. A-27. Additional Insured A-28. Prohibited Use of State Funds for Software 19 A-29 Labor Compliance 19 EXHIBIT B SPECIAL TERMS AND CONDITIONS Article Paae B- 1 . 20 ATTACHMENTS 1. Budget and Expenditure Summary (Article A-3(c)) 2. Claim form (Article A-6(a)) 3. Final Release (Article A-6 (f)(4)) 4. Supplier's Certification of Project Completion (Article A-8) 5. Memorandum of Agreement (Article B-1 (1-7)) (Analyst remove if non applicable) 55B-18 Supplier's Name Funding Agreement No. 84 Page 1 of 20 STATE OF CALIFORNIA HEALTH AND HUMAN SERVICES AGENCY CALIFORNIA DEPARTMENT OF PUBLIC HEALTH i FUNDING AGREEMENT BETWEEN STATE OF CALIFORNIA DEPARTMENT OF PUBLIC HEALTH AND (Entity name) PROJECT NUMBER P84- UNDER THE SAFE DRINKING WATER, WATER QUALITY AND SUPPLY, FLOOD CONTROL, RIVER AND COASTAL PROTECTION BOND ACT OF 2006 THIS AGREEMENT, is entered into between the State of California Department of Public Health herein referred to as "State", and (Entity name), a (ownership/business type from Authorization memo), in the County of . State of California, duly organized, existing, and acting pursuant to the laws thereof, herein referred to as "Supplier", which parties do hereby agree as follows: SECTION 1. PURPOSE OF FUNDING This Agreement provides funding in the form of a grant made by State to the Supplier under the provisions of the Safe Drinking Water, Water Quality and Supply, Flood Control, River and Coastal Protection Bond Act of 2006, under Public Resources Code, Section (75022/75025 select one). The purpose of the funding is to assist in financing a project which will enable Supplier to herein referred to as the "Project". Funds may be used only for such eligible project costs as are approved by State. Supplier is solely responsible for the design, construction, operation, and maintenance of the Project; and for all persons or entities engaged in such work, including but not limited to contractors, subcontractors, suppliers, and providers of 55B-19 Supplier's Name Funding Agreement No. 84 Page 2 of 20 services. Review or approval of plans, specifications, bid documents or other construction documents by State is solely for the purpose of proper administration of the funds by State and shall not be deemed to relieve or restrict Supplier's responsibility. SECTION 2. INCORPORATION OF OTHER DOCUMENTS This Agreement incorporates by this reference Exhibit A, "Standard Conditions"; Exhibit B, "Special Terms and Conditions"; Supplier's Application to State for funding; project plans and specifications as submitted to and approved by State; and any attachments to said documents. Supplier accepts and agrees to comply with all terms, provisions, and conditions of this Agreement, including all incorporated documents and exhibits thereto, and to fulfill all assurances, declarations, representations, and statements made by Supplier in its application, documents, amendments, and communications filed in support of its request for funding, including but not limited to any and all plans and specifications submitted to and approved by State. SECTION 3. PROJECT COST Supplier represents that the total cost of the Project is estimated to be $ of which State agrees that $ is the total Eligible Project Costs. SECTION 4. GRANT FUNDING Subject to the availability of funds and in accordance with the terms of this Agreement, State will provide grant funding to Supplier in an amount not to exceed SECTION 5. SUPPLIER'S COST Supplier agrees to fund any project costs which are in excess of the grant funding set forth in Section 4 of this Agreement in order to ensure a fully funded project. Supplier's Cost for this Project is estimated to be-$ , herein referred to as "Supplier's Cost". SECTION 6. COMPETITIVE BIDDING All construction contracts related in any way to the Project shall be let by competitive bid procedures which assure award of such contracts to the lowest responsible bidders. Supplier shall comply with all applicable state, or local ordinances for competitive bidding and all applicable labor laws. 55B-20 Supplier's Name Funding Agreement No. 84 Page 3 of 20 Supplier shall not award a contract until a summary of bids and identification of the lowest responsible bidder are submitted to State. A full explanation must be provided if Supplier is proposing to award a contract to anyone other than the lowest responsible bidder. SECTION 7. REQUIREMENTS FOR DISBURSEMENT Not later than sixty (60) days following Date of Execution of this Agreement, Supplier shall satisfy all conditions precedent to the disbursement of funds under this Agreement, including Basic Conditions Precedent asset forth in Article A-3 of the Standard Conditions. Failure by Supplier to satisfy said conditions and requirements by this date.may, at the option of State, result in cancellation of this Agreement under Article A-7 of the Standard Conditions and/or declaration that Supplier is in default pursuant to Article A-24 of the Standard Conditions. SECTION 8. SPECIAL TERMS AND CONDITIONS Supplier shall satisfy the special terms and conditions set forth in Exhibit B. Failure by Supplier to timely satisfy the special terms and conditions may, at the option of State, result in cancellation of this Agreement under Article A-7 of the Standard Conditions, and/or declaration that Supplier is in default pursuant to Article A-24 of the Standard Conditions. SECTION 9. OPERATION AND MAINTENANCE OF PROJECT Upon project completion, and for a period of years, which is the reasonably expected useful life of the Project, Supplier shall, as further consideration for this funding, commence and continue operation of the Project; cause the Project to be operated in an efficient and economical manner; provide for the making of all repairs, renewals, and replacements necessary for the effective operation of the Project; and cause the Project to be maintained in as good of condition as upon its construction, ordinary and reasonable wear and depreciation excepted. Failure by Supplier to operate and maintain the Project in accordance with this provision may, at the option of State, be considered a material breach of Agreement and may be treated as a default under Article A-24 of the Standard Conditions. - SECTION 10. PROJECT OFFICIALS AND NOTICES State's Grant Administrator shall be the Chief, Drinking Water Infrastructure Financing Section, Division of Drinking Water and Environmental Management, California Department of Public Health. All communications given to State's Grant Administrator shall be deemed given to State. State's Grant Administrator shall be State's representative for administration of this Agreement, and shall have authority to make recommendations and findings with respect to each controversy arising under or in connection with this Agreement. All 55B-21 Supplier's Name Funding Agreement No. 84 Page 4 of 20 such recommendations and findings shall be communicated to the Chief, Division of Drinking Water and Environmental Management of the California Department of Public Health, and disputes shall be resolved in accordance with Article A-22 of the Standard Conditions. Supplier's Grant Administrator shall be its Supplier's Grant Administrator shall be Supplier's representative for administration of this Agreement. All communications given to Supplier's Grant Administrator shall be deemed given to Supplier. Either party may change its Grant Administrator upon written notice to the other party. Notices required to be given in writing by Supplier under this Agreement shall be sent to: State of California California Department of Public Health Division of Drinking Water and Environmental Management Attention: Proposition 84 Program 1616 Capitol Avenue, MS 740E Post Office Box 997377 Sacramento, California 96899-7377 Notices required to be given in writing by State under this Agreement shall be sent to: A change of address for delivery of notice may be given by written notice to the other party. All written notices that are required either expressly or by implication to be given by one party to the other under this Agreement shall be signed for State by its Grant Administrator and for Supplier by its Grant Administrator. Except as otherwise expressly required by this Agreement, all such notices shall be deemed to have been given if delivered personally or if enclosed in a properly addressed postage-prepaid envelope and deposited in a United States Post Office for delivery by registered or certified mail. 55B-22 Supplier's Name Funding Agreement No. 84 Page 5 of 20 SECTION 11. ENFORCEMENT Any enforcement action, arising out of or relating to this Agreement, may be brought by State or any agent thereof. SECTION 12. MISCELLANEOUS PROVISIONS ATTORNEY FEES In the event either party commences an.action or proceeding concerning the subject matter of this Agreement, the prevailing party in such action or proceeding shall be entitled to recover reasonable attorney fees incurred therein. SEVERABILITY If any provision of this Agreement is held -invalid or unenforceable by any court of final jurisdiction, it is the intent of the parties that all other provisions of this Agreement be construed to remain fully valid, enforceable, and binding on the parties. GOVERNING LAW This Agreement is governed by and shall be interpreted in accordance with the laws of the State of California. CHILD SUPPORT COMPLIANCE ACT Supplier acknowledges that it is the policy of this state that anyone who enters into a contract with a state agency shall recognize the importance of child and family support obligations and shall fully comply with all applicable state and federal laws relating to child and family support enforcement, including, but not limited to, disclosure of information and compliance with earnings assignment orders, as provided in Chapter 8 (commencing with Section 5200) of Part 5 of Division 9 of the Family Code. Supplier further acknowledges that to the best of its knowledge it is fully complying with the earnings assignment orders of all employees and is providing the names of all new employees to the New Hire Registry maintained by the Employment Development Department. LEGAL CAPACITY Supplier hereby warrants and represents that it is a legal entity in good standing, and that it has the authority to enter into this Agreement. Supplier shall notify State as promptly as feasible of any proposed change in Supplier's ownership, organization, legal form or service area. VENUE The parties agree that venue of any action between the parties arising out of this Agreement, including disputes that may arise following termination of the Agreement, shall be County of Sacramento, State of California. 55B-23 Supplier's Name Funding Agreement No. 84 Page 6 of 24 DATE OF EXECUTION Date of Execution of this Agreement is the date of the latest in time execution by a party hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement: Approved as to Legal Form STATE OF CALIFORNIA and Sufficiency: CALIFORNIA DEPARTMENT OF PUBLIC HEALTH By By Signature Signature Print Name Print Name Title Title Date Date SUPPLIER (Entity Name) By Signature Print Name Title Address Date 55B-24 Supplier's Name Funding Agreement No. 84 Page 7 of 20 EXHIBIT A STANDARD CONDITIONS ARTICLE A-1. DEFINITIONS Whenever in this Agreement the following terms are used, their meaning shall be as follows unless the context clearly requires otherwise: Agreement --The Funding Agreement to which this Exhibit A "Standard Conditions" is appended. Days--Calendar days unless otherwise expressly indicated. Month--Calendar month unless otherwise expressly indicated. Year--Calendar year unless otherwise expressly indicated. Eligible Project Costs--Those project costs which are eligible for funding under the Act and applicable State law and implementing criteria. Force Account--The use of Supplier's own employees or equipment on the Project. Grant Amount--The total amount disbursed to Supplier under this Agreement. Public Water System or Public Water Supply System--A system for the provision to the public of water for human consumption, as defined in Part 12, Chapter 4 (commencing with Section 116270), of Division 144 of the Health and Safety Code, as it may be amended. ARTICLE A-2. TERM OF AGREEMENT Subject to the provisions of Article A-7, this Agreement shall'become effective on the Date of Execution and shall remain in effect until the Project Completion Date, determined in accordance with the provisions of Article A-8. Such period of time shall be the term of this Agreement. ARTICLE A-3. BASIC CONDITIONS PRECEDENT State shall have no obligation to disburse funds under this Agreement unless and until: (a) Supplier has provided satisfactory documentation of the action taken by its governing body authorizing it to enter into this Agreement, and designating a 7 55B-25 Supplier's Name Funding Agreement No. 84 Page 8 of 20 representative to execute this Agreement and to sign a claim for disbursement of funds. i (b) Supplier has provided detailed information concerning the account established for deposit of funds received from State. (c) Supplier has submitted an initial budget approved by State in the form of Attachment 1 to this Agreement. ARTICLE A-4. COMPLIANCE WITH LAWS, REGULATIONS, AND PERMIT REQUIREMENTS Supplier shall at all times comply with, and require its contractors and subcontractors to comply with, all applicable federal and state laws, rules and regulations, permits, and all applicable local ordinances, including, but not limited to, environmental, labor, procurement and safety laws, rules, regulations, permits, and ordinances. . ARTICLE A-5. PROJECT CHANGES The Project shall be constructed in accordance with the plans and specifications approved by State on Supplier shall not make any change in the Project, or issue any change order to a contractor, without receiving prior written approval from State. Supplier may request a one-time increase in the total funding provided in this Agreement. Such request shall be based upon the final accepted construction bids. Such request may be granted or denied at the sole discretion of State. Supplier shall submit to State in writing any proposed changes to the Project budget including but not limited to transferring of funds between line item allotments. Supplier shall obtain written approval of such proposed changes from State before the proposed changes are adopted. Supplier shall not use any funds from any contingency allotment without receiving prior written approval from State. ARTICLE A-6. DISBURSEMENTS BY STATE (a) Claims Supplier shall request disbursement by submitting to State a claim(s) for incurred Eligible Project Costs. A claim for disbursement of funds shall be provided in the form of Attachment 2 to this Agreement and shall not be submitted more than once a month and shall include: 8 55B-26 i Supplier's Name Funding Agreement No. 84 Page 9.of 20 (1) a statement with supporting documentation of Eligible Project Costs that have been incurred during the period identified in the particular claim, including, but not limited to construction, legal, engineering, and -administrative fees associated with the Project; (b) Disbursements Following the review and approval of a claim by State, it will disburse to Supplier an approved amount, subject to any retention requirements specified in Exhibit B, Special Terms and Conditions, and subject to the availability of funds. Any and all funds disbursed to Supplier under this Agreement, and any and all interest earned by Supplier on such funds, shall be used solely to pay Eligible Project Costs. (c) Reiection of Claims A claim may be rejected by State if: (1) it is submitted without signature; (2) it is submitted under signature of a person other than Supplier's duly authorized representative; (3) Supplier fails to timely submit a final claim within the time period specified in Article A-6(f); State will notify Supplier of any claim so rejected, and the reasons therefore. (d) Correction of Claims A claim containing a mathematical error will be corrected by State, after telephone notification to Supplier, and will thereafter be treated as if submitted in the corrected amount. State will confirm correction of the error, to Supplier, in writing. (e) Adjustments to Claims If upon review of a claim State determines that any portion or portions of the costs claimed are ineligible to be funded under the Act, State law, implementing criteria, or the terms of this Agreement, State will notify Supplier, by certified or registered mail, of its determination concerning Supplier's failure to adequately document costs as Eligible Project Costs. Supplier may, within thirty (30) days of the date of receipt of such notice, submit additional documentation or evidence to cure such deficiency(ies). If Supplier does not submit additional information, or if State determines such additional information to be inadequate, State will adjust the pending claim by the amount of the ineligible cost(s). 9 55B-27 Supplier's Name Funding Agreement No. 84 Page 10 of 20 Supplier may submit additional documentation or evidence, and resubmit any such rejected costs on a subsequent claim. (f) Final Claim and Disbursement Not later than six (6) months from the Project Completion Date, as set forth in Article A-8, Supplier shall submit a final claim. With the final claim, Supplier shall provide: (1) A statement of full written disclosure of all sources and amounts of funds contributed to the Project; (2) A certification by Supplier's Grant Administrator that the data disclosed is true and correct; (3) Proof of a Recorded Notice of Completion; (4) A fully executed "Final Release" in the form of Attachment 3 to this Agreement. Should Supplier fail to make the full disclosure and certification required by parts 1 and 2 of this paragraph (f), or should State'become aware through any means that Supplier did not disclose all funding sources for the project, the project may be referred to the California Department of Finance for a full project audit. (g) Force Account Costs of construction or construction related activities performed by Force Account are not eligible for grant funding under the terms of this Agreement. Costs of engineering, legal, and administrative activities performed by Force Account, if determined by State, in its sole discretion, to be Eligible Project Costs, may be eligible for grant funding pursuant to the terms of this Agreement. When Supplier uses the services of its own employees, Supplier shall establish accounts and maintain records which reasonably document all employee hours and costs charged to the Project and the associated tasks performed by each employee. ARTICLE A-7. WITHHOLDING OF GRANT DISBURSEMENTS BY STATE AND CANCELLATION OF AGREEMENT (a) Conditions for Withholding If State determines that the Project is not being carried out substantially in accordance with the provisions of this Agreement or that Supplier has failed in any other respect to comply with the terms and conditions of this Agreement, State may 10 55B-28 Supplier's Name Funding Agreement .No. 84 Page 11 of 20 give written notice of such failure to comply. If Supplier does not cure any such failure to State's satisfaction within thirty (30) calendar days of receipt of such notice, State may withhold from the Supplier all or any portion of the grant funding and take any other action that it deems necessary to protect its interests, including but not limited to declaring Supplier in default as set forth in Article A-24, or canceling this Agreement pursuant to Subpart (b) of this Article A-7. (b) Withholding Entire Grant Amount If State determines to withhold the entire Grant Amount from Supplier pursuant to Subpart (a) of this Article A-7, notice of such a determination shall constitute a notice of cancellation of this Agreement, and this Agreement shall no longer be binding on any party hereto. Said Notice of Cancellation shall be sent to Supplier by certified or registered mail, and shall be effective upon receipt. (c) Withholding Balance of Grant Amount When a portion of the grant amount has been disbursed-to Supplier and State determines to withhold funding, State will notify Supplier in writing, via certified or registered mail, that State is withholding the balance of the funding from Supplier, pursuant to Subpart (a) of this Article A-7. In such event, Suppiier will be deemed to be in default and subject to the provisions of Article A-24. ARTICLE A-8.. TIMING OF PROJECT Supplier agrees to proceed expeditiously, and shall meet a Project Completion Date of not later than . Supplier's failure to meet said Project Completion Date may, at the option of State, be considered a material breach of agreement and may be treated as a default under Article A-24. The facility shall not be placed into operation until State has conducted a final inspection and notifies Supplier in writing that the Project is complete. When the Project is complete, Supplier shall certify to State that the Project is complete in accordance with the approved plans and specifications and ready for final inspection by State. The date of such certification by Supplier shall be the Project Completion Date for purposes of this Agreement. ARTICLE A-9. SUPPLIER'S CONTRACTS Supplier shall be solely responsible for resolution of any and all disputes arising out of or related to Supplier's construction and contracts for construction of the Project, including but not limited to bid disputes and payment disputes with Supplier's contractors and subcontractors and shall provide appropriate releases (as set forth in California Civil Code Title 15) as may be requested by State. 11 55B-29' Supplier's Name Funding Agreement No. 84 Page 12 of 20 ARTICLE A-10. AUDIT AND INSPECTION OF BOOKS AND RECORDS (a) Upon execution of this Agreement and until 3 years following final disbursement under this Agreement, pursuant to Government Code Section 8546.7, the parties shall be subject to the examination and audit by State or any agent thereof, and the State Auditor, with respect to all matters connected with the performance of this Agreement, including, but not limited to, the cost of administering this Agreement. If any litigation, claim, negotiation, audit or other action is commenced before the expiration of said three (3) year period, all records must be retained until such action is resolved, or until the end of said three (3) year period whichever shall later occur. All records of Supplier relating in any way to funding received pursuant to this Agreement shall be preserved for this purpose. (b) During regular office hours, each of the parties hereto and their duly authorized representatives shall have the right to inspect and to make copies of any books, records, or reports of either party pertaining to this agreement or matters related hereto. Each of the parties hereto shall maintain and shall make available at all times for such inspection accurate records of all its costs, disbursements, and receipts with respect to its activities under this Agreement. Failure or refusal by Supplier to comply with this provision shall be considered a substantial failure to comply with this Agreement, State may declare Supplier in default as set forth in Article A-24, withhold disbursements to Supplier, or take any other action it deems necessary to protect its interests. The provisions of this Subpart (b) shall be effective until expiration of the time period provided in Subpart (a) of this Article A-10. ARTICLE A-11. REMITTANCE OF FUNDS BY SUPPLIER Within thirty (30) days following the date of final disbursement of funds, Supplier shall remit to State any funds that were disbursed under this Agreement and were not utilized to pay Eligible Project Costs. Such funds will not be included in the Grant Amount. ARTICLE A-12. ACCOUNTING AND DEPOSIT OF GRANT DISBURSEMENTS (a) Separate Accounting of Grant Disbursements i Supplier shall account for the funds disbursed pursuant to this Agreement separately from all other Supplier's funds. Supplier shall maintain accounting procedures that are in accordance with Generally Accepted Accounting Principles. Supplier shall keep complete and accurate records of all receipts, disbursements, and interest earned on such funds. Supplier shall require its agents, contractors and subcontractors to maintain books, records, and other documents pertinent to their work in accordance with Generally Accepted Accounting Principles. Such records shall be subject to inspection by State at any and all reasonable times. 12 55B-30 Supplier's Name Funding Agreement No. 84 Page 13 of 20 (b) Disposition of Funds Disbursed In addition to specific requirements set forth in this Agreement, all.funds disbursed pursuant to this Agreement shall be deposited, administered, and accounted for pursuant to all provisions of law applicable to Supplier. (c) Interim and Final Audits In addition to the provisions of Article A-10, at any time following execution of this Agreement and until completion of the Project, or final disbursement whichever shall occur last, State reserves the right to conduct an audit of Supplier's disposition of all funds disbursed under this Agreement. After completion of the Project, State may require Supplier to conduct a final audit, at Supplier's expense, such audit to be conducted by and a report prepared by an independent Certified Public Accountant. Failure or refusal by Supplier to comply with these provisions shall be considered a substantial breach of this Agreement. ARTICLE A-13. INSPECTIONS OF PROJECT BY STATE State shall have the right but not the duty to inspect the work being performed on the Project at any and all reasonable times during the term of this Agreement. This right shall extend to any subcontracts, and Supplier shall include provisions ensuring such access in all its contracts or subcontracts related to the Project. ARTICLE A-14. PROHIBITION AGAINST DISPOSAL OF PROJECT WITHOUT STATE PERMISSION During the term of this Agreement Supplier shall not sell, abandon, lease, transfer, exchange, mortgage, hypothecate, or encumber in any manner whatsoever all or any portion of the Project or any real or other property necessarily connected or used in conjunction with the Project, without prior written consent of State. ARTICLE A-15. NONDISCRIMINATION CLAUSE During the performance of this Agreement, Supplier, its contractors and subcontractors, shall not deny the Agreement's benefits to any person on the basis of religion, color, ethnic group identification, sex, age, physical or mental disability, nor shall they discriminate unlawfully against any employee or applicant for employment because of race, religion, color, national origin, ancestry, physical handicap, mental disability, medical condition, marital status, age, or sex. Supplier, its contractors and subcontractors shall ensure that the evaluation and treatment of employees and applicants for employment are free of such discrimination. Supplier, its contractors and subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Government Code, Section 12500 et seq.), the 13 55B-31 Supplier's Name Funding Agreement No. 84 Page 14 of 20 regulations promulgated thereunder (California Code of Regulations, Title 2, Section 7285.0 et seq.), the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (Government Code, Sections 11135-11139.5) and the regulations or standards adopted by the awarding State Agency to implement such article. By signing this Agreement, Supplier assures State that it shall comply with the requirements of the Americans with Disabilities Act (ADA) of 1990, (42 U.S.C. 12101 et seq.), which prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines issued pursuant to the ADA; the Civil Rights Act-of 1964, as amended, 42 U.S.C. 20004 (1988) et seq.; Section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. 794 (1989); Federal Water Pollution Control Act Amendments of 1972, Pub.L. No. 92-500, 86 Stat 816; and the Age Discrimination Act of 1975, as amended, 42 U.S.C. 6102 (1994); together with all applicable regulations and guidelines adopted to implement same. Said group of laws and requirements are collectively referred to in this Agreement as the "anti-discrimination laws". Supplier agrees to collect and maintain information to show compliance with the "anti-discrimination laws" including a list of discrimination complaints, reports of any compliance reviews conducted by other agencies descriptions of any pending discrimination-based lawsuits and data on the racial, ethnic, national origin, sex and handicap characteristics of the population it serves. Supplier, its contractors and subcontractors shall give written notice of their obligations under this Article to labor organizations with which they have a collective bargaining or other agreement. Supplier's signature on this Agreement shall constitute a certification under penalty of perjury under the laws of the State of California that Supplier has, unless exempted, complied with the nondiscrimination program requirements of Government Code, Section 12990, and Title 2, California Code of Regulations, Section 8103. Supplier shall include the nondiscrimination and compliance provisions of this Article A-15 in all contracts and subcontracts to perform work on the Project. ARTICLE A-16. WORKERS' COMPENSATION CLAUSE Supplier affirms that it is aware of the provisions of Section 3700 of the California Labor Code, which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and Supplier affirms that it will comply with such provisions before commencing performance of work under this Agreement and will make its contractors and subcontractors aware of this provision. 14 55B-32 Supplier's Name Funding Agreement No. 84 Page 15 of 20 ARTICLE.A-17. SUCCESSORS AND ASSIGNS This Agreement and all of its provisions shall inure to the benefit of, apply to, and bind the heirs, successors and assigns of the parties hereto. No assignment or transfer of this Agreement or any part hereof by Supplier shall be valid unless and until it is approved by State and made subject to such reasonable terms and conditions as State may impose. ARTICLE A-18. STATE TO BE HELD HARMLESS Supplier shall indemnify, hold harmless, protect and defend State and its officers, employees, agents and representatives from any loss, suit, action or claim brought for, or on account of any violation of law, ordinance, rule, or regulation, or any injury, damage, or loss, including death, caused by acts or omissions of Supplier, its employees, contractors, or agents; or in any way arising from, or related to the Project. ARTICLE A-19. REMEDIES NOT EXCLUSIVE The use by either party of any remedy specified herein for the enforcement of this Agreement is not exclusive, and shall not deprive the party using such remedy of, or limit the application of, any other remedy provided by law. ARTICLE A-20. AMENDMENTS This Agreement may be amended only by mutual written agreement signed by the parties hereto. Requests by Supplier for amendments must be in writing stating the amendment request and the reason for the request. ARTICLE A-21. WAIVER OF RIGHTS It is the intention of the parties hereto that from time to time either party may waive any of its rights under this Agreement unless contrary to law. Any waiver by either party hereto of rights arising in connection with this Agreement shall not be deemed to be a waiver with respect to any other rights or matters. ARTICLE A-22. DISPUTE CLAUSE Any dispute that Supplier may have regarding the performance of this Agreement including, but not limited to, claims for additional disbursements of funds or extension of time, shall be submitted to State's Grant Administrator identified in Section 10 of this Agreement. State's Grant Administrator may make findings and recommendations and transmit a copy of the claim and any such findings and recommendations to the California Department of Public Health , Chief, Division of Drinking Water and Environmental Management, who shall make a decision on such dispute which decision shall be in writing and transmitted to Supplier by certified or registered mail. Said decision shall be final and conclusive. 15 55B-33 Supplier's Name Funding Agreement No. 84 Page 16 of 20 ARTICLE A-23. PERFORMANCE AND ASSURANCES Supplier agrees to faithfully and expeditiously perform or cause to be performed all Project work as described in the final plans and specifications as submitted to and approved by State, and to apply funds received only to Eligible Project Costs and to operate and maintain the Project in accordance with applicable provisions of the law. ARTICLE A-24. DEFAULT PROVISIONS (a) Supplier will be in default under this Agreement if any of the following occur: (1) Supplier's failure to make any remittances required by this Agreement; (2) Supplier's substantial breach of this Agreement, or any supplement or amendment to it; (3) Supplier's making of any false warranty, representation, or statement with respect to this Agreement or the Project; (4) Dissolution or cessation of operations by Supplier, termination of Supplier's existence, insolvency of Supplier, or filing of a voluntary or involuntary bankruptcy petition by or on behalf of Supplier; and/or (b) When an event of default occurs, State may give Supplier notice of default. Supplier shall have thirty (30) calendar days from the date of such notice to cure the default. If Supplier fails to timely cure the default to the satisfaction of State, then State may do any or all of the following: (1) Declare that any and all amounts disbursed to Supplier under the terms of this Agreement shall be deemed an obligation of Supplier and due and payable to State; (2) Declare Supplier's obligations immediately due and payable, with or without demand or notice to Supplier, which Supplier expressly waives; (3) Terminate any obligation of State to make further disbursements to Supplier under this Agreement; (4) Perform any of Supplier's obligations under this Agreement for Supplier's account; and/or (5) Take any other action it deems necessary to protect its interests. (c) Supplier agrees that any remedy provided in this Agreement is in addition to and not in derogation of any other legal or equitable remedy available to State as a 16 55B-34 Supplier's Name Funding Agreement No. 84 Page 17 of 20 result of a breach of agreement by Supplier, whether such breach occurs before or after completion of the Project. (d) No waiver by State of any breach or default will be a waiver of any other breach or default. ARTICLE A-25. DRUG-FREE WORKPLACE CERTIFICATION By signing this Agreement, Supplier hereby certifies under penalty of perjury under the laws of the State of California that Supplier will comply with the requirements of the Drug-Free Workplace Act of 1990 (Government Code Section 8350 et seq.) and will provide a drug-free workplace by taking the following actions: (a) Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations. (b) Establish a Drug-Free Awareness program to inform employees about all of the following: (1) The dangers of drug abuse in the workplace; (2) The person's or organization's policy of maintaining a drug-free workplace; (3) Any available counseling, rehabilitation and employee assistance programs; (4) Penalties that may be imposed upon employees for drug abuse violations. (c) Every employee who works on the Project: (1) Shall be issued a copy of Supplier's drug-free policy statement; (2) Shall agree to abide by terms of Supplier's statement as a condition of employment on the Project. This Agreement may be subject to suspension of payments or termination, or both, and Supplier may be subject to debarment if State determines that: (1) Supplier has made a false certification, or (2) Supplier has violated the certification by failing to carry out the requirements of this Article A-25. 17 55B-35 Supplier's (dame Funding Agreement No. 84 Page 18 of 20 ARTICLE A-26. CONFLICT OF INTEREST--CURRENT AND FORMER STATE EMPLOYEES (a) Current State Officers and Employees: (1) Supplier shall not utilize in the performance of this Agreement any state officer or employee in the state civil service or other appointed state official unless the employment, activity, or enterprise is required as a condition of the officer or employee's regular state employment. Employee in the state civil service is defined to be any person legally holding-a permanent or intermittent position in the state civil service. (2) If any state officer or employee is utilized or employed in the performance of this Agreement, Supplier shall first obtain written verification from State that the employment, activity, or enterprise is required as a condition of the officer's, employee's, or official's regular state employment and shall keep said verification on file for three (3) years after the termination of this Agreement. (3) Supplier may not accept occasional work from any currently employed state officer, employee, or official. (4) If Supplier accepts volunteer work from any currently employed state officer, employee, or official, Supplier may not reimburse, or otherwise pay or compensate, such person for expenses incurred, including, without limitation, travel expenses, per diem, or the like, in connection with volunteer work on behalf of Supplier. (5) Supplier shall not employ any state officers, employees, or officials who are on paid or unpaid leave of absence from their regular state employment. (6) Supplier or anyone having a financial interest in the Agreement may not become a state officer, employee, or official during the term of this Agreement. Supplier shall notify each of its employees, and any other person having a financial interest in this Agreement that it is unlawful under the Public Contract Code for such person to become a state officer, employee, or official during the term of this Agreement unless any relationship with the Supplier giving rise to a financial interest, as an employee or otherwise, is first terminated. (7) Occasional or one-time reimbursement of a state employee's travel expenses is not acceptable. (b) Former State Officers and Employees: (1) Supplier shall not utilize in the performance of this Agreement any formerly employed person of any state agency or department that was employed under the state civil service, or otherwise appointed to serve in the State Government, if that person was engaged in any negotiations, transactions, planning, arrangement, or any 18 55B-36 Supplier's Name Funding Agreement No. 84 Page 19 of 20 part of the decision making process relevant to the Agreement while employed in any capacity by any state agency or department. This prohibition shall apply for a two (2) year period beginning on the date the person left state employment. (2) Supplier shall not utilize within twelve (12) months from the date of separation from services, a former employee of the contracting state agency or department if that former employee was employed in a policy making position in the same general subject area as the proposed Agreement within the twelve (12) month period prior to the employee leaving state service. ARTICLE A-27. ADDITIONAL INSURED Supplier agrees that for any policy of general liability insurance concerning the construction of the Project, it will. cause, and will require its contractors and subcontractors to cause, a certificate of insurance to be issued showing State, its officers, agents, employees, and servants as additional insureds; and shall provide State with a copy of all such certificates prior to the commencement of construction of the Project. ARTICLE A-28. PROHIBITED USE OF STATE FUNDS FOR SOFTWARE Supplier certifies that it has appropriate systems and controls in place to ensure that state funds will not be used in the performance of this Agreement for the acquisition, operation or maintenance of computer software in violation of copyright laws. ARTICLE A-29 LABOR COMPLIANCE Supplier shall comply with Public Resources Code section 75075 regarding Labor Compliance Programs. Supplier's failure or refusal to comply with this requirement shall be considered a substantial breach of this Agreement. 19 55B-37 Supplier's Name Funding Agreement No. 84 Page 20 of 20 EXHIBIT B SPECIAL TERMS AND CONDITIONS ARTICLE B-1. (NOTE TO ANALYST: USE CONDITIONS 1-7 OF MOA IF APPLICABLE) 1. Supplier shall notify the California Department of Public Health, District Office when construction is completed. 2. Notwithstanding any other term or condition of this Agreement, Supplier may be reimbursed only for such Eligible Project Costs consisting of eligible construction expenses incurred on or after , the date of Supplier's Letter of Commitment, and eligible preliminary expenses incurred after November 76, 2006. 3. Supplier shall notify the California Department of Public Health, District Office prior to any start up testing of the treatment facilities. 20 55B-38 SAMPLE RESOLUTION - March 2008 RESOLUTION NO. RESOLUTION AUTHORIZING SIGNATURE OF A FUNDING AGREEMENT AND RELATED DOCUMENTS FOR FUNDING UNDER THE SAFE DRINKING WATER, WATER QUALITY AND SUPPLY, FLOOD CONTROL, RIVER AND COASTAL PROTECTION BOND ACT OF 2006 (PROPOSITION 84) WHEREAS, on the made application to the State of California for $ ; and WHEREAS, on , the State of California issued a Funding Agreement to committing grant funds under the Proposition 84 Program for (project description number) , subject to terms and conditions; and I WHEREAS, on , said (entity name/Board of Directors) adopted a project budget totaling $ ; and WHEREAS, the remaining $ of project costs are to be funded by, through, or with ; and (for joint funded projects only=may need to use more than one line for this for multiple sources) WHEREAS, prior to the State of California issuing said Funding Agreement, said (entity name/Board of Directors) is required to pass a resolution formally establishing a dedicated source of revenue for operation and maintenance costs associated with this Project, authorizing an officer to execute said Funding Agreement and amendments, designating a person to approve claims for reimbursement, designating a person (registered engineer) to sign the Budget and Expenditure Summary, designating a person (registered engineer) to sign Certification of Project Completion, and designating a person to sign the Final Release form. (NOTE: The italicized portion above is intended for projects that may significantly increase O&M, such as treatment plants.) NOW, THEREFORE, BE IT RESOLVED AND ORDERED, that the (insert title) is hereby authorized to sign The Safe Drinking Water, Water Quality and Supply, Flood Control, River and Coastal Protection Bond Act of 2006 (Proposition 84) Funding Agreement and any amendments thereto, and BE IT FURTHER RESOLVED AND ORDERED, that the (insert title) is hereby authorized to approve claims for reimbursement under the Program (or for the Project); and BE IT FURTHER RESOLVED AND ORDERED, that (insert name), a registered engineer, is hereby authorized to execute the Budget and Expenditure Summary under the Program (or for the Project); and Page 1 of 2 55B-39 SAMPLE RESOLUTION - March 2008 BE 'IT FURTHER RESOLVED AND ORDERED, that the (insert title) is hereby authorized to sign the Final Release Form under the Program (or for the Project); and BE IT FURTHER RESOLVED AND ORDERED, that (insert name), a registered engineer, is hereby authorized to certify that the project is complete and ready for final inspection; and Passed and adopted by the (entity name/Board of Directory on by the following vote: AYES: Directors NOES: Directors j EXCUSED: Directors President ATTEST: Secretary of the By: Deputy Clerk Page 2 of 2 55B-40 STATE OF CALIFORNIA-DEPARTMENT OF FINANCE PAYEE DATA RECORD (Required when receiving payment from the State of California in lieu of IRS W-9) STD. 204 (Rev. 6-2003) INSTRUCTIONS: Complete all information on this form. Sign, date, and return to the State agency (department/office) address shown at the bottom of this page. Prompt return of this fully completed form will prevent delays when processing payments. Information provided in this form will be used by Stale agencies to prepare Information Returns (1099). See reverse side for more information and Privacy Statement. NOTE: Governmental entities, federal, State, and local (includi school districts), are not required to submit this form. PAYEE'S LEGAL BUSINESS NAME (Type or Print) a SOLE PROPRIETOR - ENTER NAME AS SHOWN ON SSN (Last, First. M. I.) E-MAIL ADDRESS MAILING ADDRESS BUSINESS ADDRESS CITY, STATE, ZIP CODE CITY, STATE, ZIP CODE ENTER FEDERAL EMPLOYER IDENTIFICATION NUMBER (FEIN): I I I- I I I I I NOTE: D Payment will not Q PARTNERSHIP CORPORATION: be processed PAYEE ? MEDICAL (e.g., dentistry, psychotherapy, chiropractic, eta) without an ENTITY Q ESTATE OR TRUST ? LEGAL (e.g., attorney services) accompanying TYPE ? EXEMPT (nonprofit) taxpayer 1. D. ? ALL OTHERS number. CHECK ONE BOX 0 INDIVIDUAL OR SOLE PROPRIETOR 1 I I_ I 4 ONLY ENTER SOCIAL SECURITY NUMBER: 1 1 I t SSN required authority of California Revenue and Tax Code Section 1B846 Q Califomia resident - Qualified to do business in California or maintains a permanent place of business in California. Q Califomia nonresident (see reverse side) - Payments to nonresidents for services may be subject to State income tax PAYEE withholding. RESIDENCY ? No services performed in California. STATUS ? Copy of Franchise Tax Board waiver of State withholding attached. 151 I.hereby certify under penalty of perjury that the information provided on this document is true and correct Should my residency status change, I will promptly notify the State agency below. AUTHORIZED PAYEE REPRESENTATIVE'S NAME (Type or Print) TIT LE SIGNATURE DATE TELEPHONE Please return completed form to: Department/Office: Unit/Section: Mailing Address: City/State/Zip: Telephone: Fax: L_) E-mail Address: 55B-41 STATE OF CALIFORNIA-DEPARTMENT OF FINANCE PAYEE DATA RECORD STD. 204 (Rev. 6-2003) IREVERSE) Requirement to Complete Payee Data Record. STD. 204 1 A completed Payee Data Record, STD. 204, is required for payments to all non-governmental entities and will be kept on file at each State agency. Since each State agency with which you do business must have a separate STD. 204 on file, it is possible for a payee to receive this form from various State agencies. Payees who do not wish to complete the STD. 204 may elect to not do business with the State. If the payee does not complete the STD. 204 and the required payee data is not otherwise provided, payment may be reduced for federal backup withholding and nonresident State income tax withholding. Amounts reported on Information Returns (1099) are in accordance with the Internal Revenue Code and the California Revenue and Taxation Code. 2 Enter the payee's legal business name. Sole proprietorships must also include the owner's full name. An individual must list his/her full name. The mailing address should be the address at which the payee chooses to receive correspondence. Do not enter payment address or lock box information here. 3 Check the box that corresponds to the payee business type. Check only one box. Corporations must check the box that identifies the type of corporation. The State of California requires that all parties entering into business transactions that may lead to payment(s) from the State provide their Taxpayer Identification Number (TIN). The TIN is required by the California Revenue and Taxation Code Section 18646 to facilitate tax compliance enforcement activities and the preparation of Form 1099 and other information returns as required by the internal Revenue Code Section 6109(a). The TIN for individuals and sole proprietorships is the Social Security Number (SSN). Only partnerships, estates, trusts, and corporations will enter their Federal Employer Identification Number (FEIN). Are you a California resident or nonresident? 4 A corporation will be defined as a "resident" if it has a permanent place of business in California or is qualified through the Secretary of State to do business in California. A partnership is considered a resident partnership if it has a permanent place of business in California. An estate is a resident if the decedent was a California resident at time of death. A trust is a resident if at least one trustee is a California resident. For individuals and sole proprietors, the term "resident" includes every individual who is in California for other than a temporary or transitory purpose and any individual domiciled in California who is absent for a temporary or transitory purpose. Generally, an individual who comes to California for a purpose that will extend over a long or indefinite period will be considered a resident. However, an individual who comes to perform a particular contract of short duration will be considered a nonresident. Payments to all nonresidents may be subject to withholding. Nonresident payees performing services in California or receiving rent, lease, or royalty payments from property (real or personal) located in California will have 7% of their total payments withheld for State income taxes. However, no withholding is required if total payments to the payee are $1,500 or less for the calendar year. For information on Nonresident Withholding, contact the Franchise Tax Board at the numbers listed below: Withholding Services and Compliance Section: 1-888-7924900 E-mail address: wscs.gen@ftb.ca.gov For hearing impaired with TDD, call: 1-800-822-6268 Website: www.ftb,ca.gov 5 Provide the name, title, signature, and telephone number of the individual completing this form. Provide the date the form was completed. 6 This section must be completed by the State agency requesting the STD. 204. Privacy Statement Section 7(b) of the Privacy Act of 1974 (Public Law 93-579) requires that any federal, State, or local governmental agency, which requests an individual to disclose their social security account number, shall inform that individual whether that disclosure is mandatory or votuntary, by which statutory or other authority such number is solicited, and what uses will be made of it. It is mandatory to furnish the information requested- Federal law requires that payment for which the requested information is not provided is subject to federal backup withholding and State law imposes noncompliance penalties of up to $20,000. You have the right to access records containing your personal information, such as your SSN. To exercise that right, please contact the business services unit or the accounts payable unit of the State agency(ies) with which you transact that business. All questions should be referred to the requesting State agency listed on the bottom front of this form. 55B-42 T T C m E to c a, m U rn v Q W ~ J d o y 2 n. I ~ a m w w U co gUJ o a 0 0 0 0 0 0 0 0 0 a a n- ~a o 0 o 0 o 0 0 0 a 0 a o a 0 0 0 0 0 0 0 0 0 o c- a o 6{} E{} 66, 6{} 66 H-} 6,9- 03, 64. to u)- 8 E c C ' 0 z a v o m o o = a m a z o 0 J c s 0 w Q E =o C j i0 W = o w U E°- " ~ n X CL ` ao o` a o c Min Q J L C~ 0 , Z - U- 0 0 0 O~ a im E E Z 0 X a U) W . = W m o EL CL 0 p 0M c Q L. Z = G M ¢ 0) m a Q c z0 0 nx w w D CD 4) 0 In W Q Z 64 m CD D w LL 'm E m D ~ o z m a U a L LU V Q LL 9 H 0 0 Z a 5 w a- Q cn ¢ = c z W o a w o CL o r w oC N V o co a j a ° W h a t~ U. c 00 1-- o 0 E Q cn z W v 0. w w w w to G U) = Q Q a < o Z O N o N I- a d. a c w m O m a J J J w :cc m u, co a s Q Q Q m ° o U 1- i- F- F- in 2 c O z W p V z 0 0 0 J c (D .9 uj a o _3 W °z p 5 0. U a 0 fn ? ? z U fA U? N F- v a _IX 55B-43 Attachment 3 Final Release Definitions: As used in this release "Funding Agreement" refers to that certain State of California Department of Public Health Funding Agreement identified In paragraph 2 below; "final invoice" refers to "final claim" as used in said Funding Agreement and "Supplier" refers to the party identified as "Supplier" in said Funding Agreement. Instructions to Supplier: With your final invoice(s) submit one (1) original and one (1) copy. The original must bear the original signature of a person authorized to bind Supplier. The additional copy may bear photocopied signatures. 2. Submission of Final Invoice Pursuant to Funding Agreement number entered into between the State of California Department of Public Health (CDPH) and the Supplier (identified below), the Supplier does acknowledge that final payment has been requested via invoice number , in the amount of $ and dated 3. Release of all Obligations By signing this form, and upon receipt of the amount specified in the invoice number referenced above, Supplier does hereby release and discharge the State, its officers, agents and employees of and from any and all liabilities, obligations, claims, and demands whatsoever arising from the above referenced Agreement. 4. Repayments Due to Audit Exceptions 1 Record Retention By signing this form, Supplier acknowledges that expenses authorized for reimbursement does not guarantee final allowability of said expenses. Supplier agrees that the amount of any sustained audit exceptions resulting from any subsequent audit made after final payment will be refunded to the State. All expense and accounting records related to the above referenced Agreement must be maintained for audit purposes for no less than three years beyond the date of final payment, unless a longer term is stated in said Funding Agreeement. 5. Other Issues By signing this form, Supplier further agrees, in connection with any claims that are not specifically released as set forth above, that it will comply with all of the provisions contained in the above referenced Funding Agreement, including, but not limited to, those provisions relating to notification to the State and related to resolution of disputes and the defense or prosecution of litigation. ONLY SIGN AND DATE THIS DOCUMENT WHEN ATTACHING TO THE FINAL INVOICE Supplier's Legal Name (as on Agreement) Date: Signature of Supplier Printed Name/Title of Person Signing CDPH Distribution: Accounting (Original) Program(Copy): Division of Drinking Water and Environmental Management 55B-44 REQUEST FOR s_ COUNCIL ACTION ~=I CITY COUNCIL MEETING DATE: CLERK OF COUNCIL USE ONLY: DECEMBER 19, 2011 TITLE: APPROVED RESOLUTION AND AGREEMENT ? As Recommended WITH PUBLIC AGENCY RETIREMENT ? As Amended SERVICES FOR SOCIAL SECURITY El Ordinance on Reading El Ordinance on 2n "d Reading ALTERNATIVE PROGRAM SERVICES ? Implementing Resolution ? Set Public Hearing For r,. CONTINUED TO FILE NUMBER CITY MANAGER RECOMMENDED ACTION 1) Adopt a resolution designating Public Agency Retirement Services to provide administrative and recordkeeping services and Union bank to provide trustee services for the City's part-time employee retirement plan. 2) Authorize the City Manager and Clerk of the Council to execute the attached agreement with Public Agency Retirement Services and Union Bank for a period of five years with provisions for two one-year extensions. DISCUSSION The City of Santa Ana is required to provide a retirement plan similar to Social Security for its temporary and seasonal employees. Government agencies are allowed to participate in a program designated as a Social Security Alternative Plan (3121 Plan). The 3121 Plan is a compulsory deferral program that replaces City and participant contributions to Social Security under federal Omnibus Budget Reconciliation Act 90, Section 11332. The establishment of the 3121 Plan is pursuant to regulations of the Internal Revenue Code §3121. Currently, the Plan has approximately $3.13million in participant assets, with 2,828 participants and is administered through the Finance & Management Services Agency. In February 2010, the City of Santa Ana issued a Request for Proposal (RFP) for administrative, recordkeeping, communication, and investment management services of the City's 3121 Social Security Alternative Plan. The City received five vendor proposals. After careful deliberation of the service model, recordkeeping, administration, management, vendor service team, plan expenses and fees, and overall proposal responsiveness, the Plan Administrator Committee recommends Public Agency Retirement Services (PARS) as the new 3121 Social Security Plan provider. Unfortunately, during the period of service and contract development the representative for PARS fell ill and eventually passed. Recently, the City and PARS re-established discussions and City staff is prepared to move the program forward. The new PARS proposal is intended to enhance the current services provided to part-time employees as well as the City. 55C-1 Resolution and Agreement with Public Agency Retirement Services and Union Bank for 3121 Plan December 19, 2011 Page 2 PARS is one of the largest and longest serving providers of 3121 Plans in the nation servicing 110 California cities with 12 clients in Orange County. PARS, will offer a new 3121-specific Communications Plan that includes on-site group education forums and materials supported by locally based staff. In addition, PARS provides the City the flexibility to select from 3121-designed investment funds for choosing a meaningful participant investment fund option, rather than being limited to solely long-term Certificates of Deposit. As well, PARS will significantly improve fund transparency of accountholder investment performance, liquidity and safety with clearly identified expense fees, and implementation of Qualified Domestic Relations Order processing. Moreover, greater service and accountability to City's Plan Administrator Committee including the addition of new and expanded quarterly/annual staff reporting, establishment of secure records through a digital archiving program for participant authorization and beneficiary forms, and establishment of new escheatment process for meeting State of California requirements. Upon Council authorization, a comprehensive transition plan will take place for the 3121 Plan over the next 120 days. The conversions will consist of comprehensive communications, multi- site meetings, and individual participant and retiree appointments to insure employees are informed and updated on all the new plan improvements and enhancements. FISCAL IMPACT There is no fiscal impact associated with this action. Francisco Gutierrez Executive Director Finance & Management Services Agency FG/ed/tmr Exhibit: 1. Resolution 2. Agreement 3. Trust Document 4. Alternative Retirement Plan 55C-2 Jxs (11/28/11) RESOLUTION NO. 2011- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING THE AMENDMENT AND RESTATEMENT OF ITS EXISTING CITY OF SANTA ANA 3121 PART-TIME SOCIAL SECURITY RETIREMENT PLAN; TERMINATING THE CITY'S RELATIONSHIP WITH GREAT WEST RETIREMENT SERVICES FOR ADMINISTRATIVE AND INVESTMENT SERVICES; AND APPOINTING PARS AS TRUST ADMINISTRATOR OF THE PLAN AND UNION BANK AS TRUSTEE OF THE PLAN BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The City Council of the City of Santa Ana finds determines and declares as follows: A. WHEREAS it was determined to be in the City's best interest and its employees to adopt the City of Santa Ana 3121 Part-Time Social Security Retirement Plan ("the 3121 Plan"), an Alternative to Social Security Plan, administered by Great West Retirement Services, for its employees not eligible for membership in the California Public Employees' Retirement System ("CalPERS"). B. WHEREAS the City desires to terminate its relationship with Great West Retirement Services for administrative and investment services related to the 3121 Plan effective December 19, 2011, or as soon as administratively feasible. C. WHEREAS Public Agency Retirement Services ("PARS") has made a Part-Time Social Security Alternative Retirement Plan available to the City and its employees and qualifies under California Government Code Sections 53215-53224 and 20000, OBRA 90 Section 11332, IRC Sections 3121(b)(7)(F) and 457 and meets the meaning of the term "retirement system" as given by Section 218(b)(4) of the Federal Social Security Act. D. WHEREAS the City desires to amend and restate its current 3121 Plan and desires to appoint PARS as Trust Administrator and Recordkeeper and Union Bank as Trustee for the amended and restated City of Santa Ana 3121 Part-Time Social Security Alternative Retirement Plan effective December 19, 2011. Exhibit 1 Resolution No. 2011-XXX Page 1 of 3 55C-3 Section 2. NOW THEREFORE, BE IT RESOLVED THAT: A. The City Council of the City of Santa Ana, pursuant to the City's authority to amend the existing plan, does hereby adopt the City of Santa Ana 3121 Part-Time Social Security Alternative Retirement Plan (the "Plan") and Trust as the City's alternate to Social Security plan, replacing the existing 3121 Plan in full, effective December 19, 2011; B. The City Council hereby appoints PARS as Trust Administrator and Recordkeeper and Union Bank as Trustee for the Plan effective December 19, 2011; C. The City Council hereby terminates Great West Retirement Services as Trust Administrator and Recordkeeper effective December 19, 2011; D. The City Council hereby authorizes the liquidation and transfer of plan assets to Union Bank as soon as administratively feasible pursuant to the terms and conditions of the Great West Retirement Services Guaranteed Certificate Fund/Daily Interest Guaranteed Fund II; E. The City Council hereby appoints the Executive Director of Finance and Management Services, or his/her successor or his/her designee as the City's Plan Administrator for the Plan; F. The City's Plan Administrator is hereby authorized to implement the Plan, execute the PARS legal documents on behalf of the City and to take whatever additional actions are necessary to maintain the City's participation in PARS and to maintain compliance of any relevant regulation issued or as may be issued; therefore, authorizing him/her to take whatever additional actions are required to administer the City's PARS Plan. Section 3. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this day of 2011. Miguel A. Pulido Mayor Resolution No. 2011-XXX Page 2 of 3 55C-4 As (11/28/11) APPROVED AS TO FORM: Joseph Straka, Interim City Attorney By: Jose Sandoval Chief Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Maria D. Huizar, Clerk of the Council, do hereby attest to and certify that the attached Resolution No. 2011-XXX to be the original resolution adopted by the City Council of the City of Santa Ana on Date: Clerk of the Council City of Santa Ana Resolution No. 2011-XXX Page 3 of 3 55C-5 55C-6 AGREEMENT FOR ADMINISTRATIVE SERVICES This Agreement for Administrative Services ("Agreement") is made this 19'h day of December, 2011, between Phase 11 Systems, a corporation organized and existing under the laws of the State of California, doing business as Public Agency Retirement Services (hereinafter "PARS") and the City of Santa Ana ("Agency"). WHEREAS, Agency has adopted the City of Santa Ana 3121 Part-Time Social Security Alternative Retirement Plan (the "Plan") effective December 19, 2011, in conjunction with the PARS Trust Document ("PARS Trust"), and desires to retain PARS, as Trust Administrator to the PARS Trust, to provide administrative services; WHEREAS, by written resolution and pursuant to Sections 1.1 and 2.1 of the PARS Trust, the Agency's governing body has appointed by position or title a Plan Administrator to act on its behalf in all matters relating to the Plan and PARS Trust ("Plan Administrator"); WHEREAS, pursuant to Section 3.3 of the PARS Trust, the Agency has the power to delegate certain duties related to the Plan, and PARS accepts those duties pursuant to the terms contained in the Agreement, and that this Agreement represents the entire delegation of duties to PARS from the Agency with regards to the Plan; WHEREAS, PARS accepts the terms of this Agreement with the understanding by the Agency and Plan Administrator that PARS does not hold custody of any assets of the Plan, and does not have any independent authority or discretion for the investment, distribution or escheatment of Plan assets without the express consent of, and direction from the Plan Administrator. NOW THEREFORE, THE PARTIES AGREE: 1. Services. PARS will provide the services pertaining to the Plan as described in the exhibit attached hereto as "Exhibit IA" ("Services") in a timely manner, subject to the further provisions of this Agreement. 2. Fees for Services. PARS will be compensated for performance of the Services as described in the exhibit attached hereto as "Exhibit 1 B". 3. Payment Terms. Payment for the Services will be remitted directly from Plan assets unless the Agency chooses to make payment directly to PARS. In the event that the Agency chooses to make payment directly to PARS, it shall be the responsibility of the Agency to remit payment directly to PARS based upon an invoice prepared by PARS and delivered to the Agency. If payment is not received by PARS within thirty (30) days of the invoice delivery date, the balance due shall bear interest at the rate of 1.5% per month. If payment is not received from the Agency within sixty (60) days of the invoice delivery date, payment plus accrued interest will be remitted directly from Plan assets, unless PARS has previously received written communication disputing the subject invoice that is signed by a duly authorized representative of the Agency. Exhibit 2 Page 1 55C-7 4. Fees for Services Beyond Scope. Fees for services beyond those specified in this Agreement will be billed to the Agency at the rates indicated in the PARS standard fee schedule in effect at the time the services are provided and shall be payable as described in Section 3 of this Agreement. Before any such services are performed, PARS will obtain prior Agency authorization and provide the Agency with written notice of the subject services, terms, and an estimate of the fees therefore. 5. Information Furnished to PARS. PARS will provide the Services contingent upon the Agency providing PARS the information specified in the exhibit attached hereto as "Exhibit IC" ("Data"). It shall be the responsibility of the Agency to certify the accuracy, content and completeness of the Data so that PARS may rely on such information without further audit. It shall further be the responsibility of the Agency to deliver the Data to PARS in such a manner that allows for a reasonable amount of time for the Services to be performed. Unless specified in Exhibit IA, PARS shall be under no duty to question Data received from the Agency, to compute contributions made to the Plan, to determine or inquire whether contributions are adequate to meet and discharge liabilities under the Plan, or to determine or inquire whether contributions made to the Plan are in compliance with the Plan or applicable law. In addition, PARS shall not be liable for non performance of Services if such non performance is caused by or results from erroneous and/or late delivery of Data from the Agency. In the event that the Agency fails to provide Data in a complete, accurate and timely manner and pursuant to the specifications in Exhibit IC, and this goes uncured for sixty (60) days after having received written notice of such deficiency, PARS reserves the right, notwithstanding the further provisions of this Agreement, to terminate this Agreement upon no less than thirty (30) days written notice to the Agency. 6. Suspension of Contributions. In the event contributions are suspended, either temporarily or permanently, prior to the complete discharge of PARS' obligations under this Agreement, PARS reserves the right to bill the Agency for Services under this Agreement at the rates indicated in PARS' standard fee schedule in effect at the time the services are provided, subject to the terms established in Section 3 of this Agreement. Before any such services are performed, PARS will provide the Agency with written notice of the subject services, terms, and an estimate of the fees therefore. 7. Plan Distributions. The Plan Administrator is responsible for notifying PARS of any Participant's eligibility for a distribution, and PARS accepts the Plan Administrator's contractual delegation of distribution processing and certain escheatment responsibilities. PARS is entitled to rely on, and is under no duty whatsoever to audit the efficacy of the Agency's procedures for identifying an employee's change-in-status or eligibility for a distribution. 8. Non-Contribution Reports. PARS prepares and submits a periodic Non- Contribution report to the Plan Administrator which includes all Participants who have received no new contributions for a period of time, as specified by the Plan Administrator. PARS is not obligated by law or otherwise to provide a Non- Contribution report and this report in no way obligates PARS to generate distributions Page 2 55C-8 without specific instruction from the Agency's Plan Administrator as outlined in Section 7. 9. Escheatment of Unclaimed Accounts. PARS will administer the escheatment of Participant accounts which are deemed unclaimed pursuant to applicable state and federal laws, under the conditions further described in the provision.; of this Agreement. It is acknowledged by the Agency and Plan Administrator that any escheatment duties that PARS has arise only as a result of contractual, not statutory, obligations that PARS accepts as a delegatee of the Plan Administrator, as contained in this Agreement. For the purposes of determining the timing of distributability under any unclaimed property law, a Participant account becomes "payable or distributable" as of the date on which the Plan Administrator notifies PARS, in an acceptable form of notification, of a change-in-status together with the proper authorization to commence the distribution process. 10. Records. Throughout the duration of this Agreement, and for a period of five (5) years after termination of this Agreement, PARS shall provide duly authorized representatives of Agency access to all records and material relating to calculation of PARS' fees under this Agreement. Such access shall include the right to inspect, audit and reproduce such records and material and to verify reports furnished in compliance with the provisions of this Agreement. All information so obtained shall be accorded confidential treatment as provided under applicable law. 11. Confidentiality. Without the Agency's consent, PARS shall not disclose any information relating to the Plan except to duly authorized officials of the Agency, subject to applicable law, and to parties retained by PARS to perform specific services within this Agreement. The Agency shall not disclose any information relating to the Plan to individuals not employed by the Agency without the prior written consent of PARS, except as such disclosures may be required by applicable law. 12. Independent Contractor. PARS is and at all times hereunder shall be an independent contractor. As such, neither the Agency nor any of its officers, employees or agents shall have the power to control the conduct of PARS, its officers, employees or agents, except as specifically set forth and provided for herein. PARS shall pay all wages, salaries and other amounts due its employees in connection with this Agreement and shall be responsible for all reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, workers' compensation and similar matters. 13. Indemnification. PARS and Agency hereby indemnify each other and hold the other harmless, including their respective officers, directors, employees, agents and attorneys, from any claim, loss, demand, liability, or expense, including reasonable attorneys' fees and costs, incurred by the other as a consequence of PARS' or Agency's, as the case may be, acts, errors or omissions with respect to the performance of their respective duties hereunder. However nothing contained herein shall result in any liability express or implied on behalf of PARS for any plan inadequacies, negligent plan administration or any claim and/or loss arisi:lg out of Page 3 55C-9 such plan inadequacies and/or negligent plan administration by any plan and/or trust administrator prior to the retention of PARS as the Trust Administrator pursuant to the terms and conditions of this Agreement. 14. Compliance with Applicable Law. The Agency shall observe and comply with federal, state and local laws in effect when this Agreement is executed, or which may come into effect during the term of this Agreement, regarding the administration of the Plan. PARS shall observe and comply with federal, state and local laws in effect when this Agreement is executed, or which may come into effect during the term of this Agreement, regarding Plan administrative services provided under this Agreement. 15. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. In the event any party institutes legal proceedings to enforce or interpret this Agreement, venue and jurisdiction shall be in any state court of competent jurisdiction. 16. Force Majeure. When a party's nonperformance hereunder was beyond the control and not due to the fault of the party not performing, a party shall be excused from performing its obligations under this Agreement during the time and to the extent that it is prevented from performing by such cause, including but not limited to: any incidence of fire, flood, acts of God, acts of terrorism or war, commandeering of material, products, plants or facilities by the federal, state or local government, or a material act or omission by the other party. 17. Ownership of Reports and Documents. The originals of all letters, documents, reports, and data produced for the purposes of this Agreement shall be delivered to, and become the property of the Agency. Copies may be made for PARS but shall not be furnished to others without written authorization from Agency. 18. Designees. The Plan Administrator of the Agency, or their designee, shall have the authority to act for and exercise any of the rights of the Agency as set forth in this Agreement, subsequent to and in accordance with the written authority granted by the Governing Body of the Agency, a copy of which writing shall be delivered to PARS. Any officer of PARS, or his or her designees, shall have the authority to act for and exercise any of the rights of PARS as set forth in this Agreement. 19. Notices. All notices hereunder and communications regarding the interpretation of the terms of this Agreement, or changes thereto, shall be effected by delivery of the notices in person or by depositing the notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid and addressed as follows: (A) To PARS: PARS; 4350 Von Karman Avenue, Suite 100, Newport Beach, CA 92660; Attention: President (B) To Agency: City of Santa Ana; 20 Civic Center Plaza, M-17, P.O. Box 1988, Santa Ana, CA 92702; Attention: Executive Director of Finance and Management Services Notices shall be deemed given on the date received by the addressee. Page 4 55C-10 20. Term of Agreement. This Agreement shall remain in effect for the period beginning December 19, 2011 and ending December 31, 2014 ("Term"). This Agreement will continue unchanged for successive twelve month periods following the Term unless either party gives written notice to the other party of the intent to terminate prior to ninety (90) days before the end of the Term. 21. Amendment. This Agreement may not be amended orally, but only by a written instrument executed by the parties hereto. 22. Entire Agreement. This Agreement, including exhibits, contains the entire understanding of the parties with respect to the subject matter set forth in this Agreement. In the event a conflict arises between the parties with respect to any term, condition or provision of this Agreement, the remaining terms, conditions and provisions shall remain in full force and legal effect. No waiver of any term or condition of this Agreement by any party shall be construed by the other as a continuing waiver of such term or condition. 23. Attorneys Fees. In the event any action is taken by a party hereto to enforce the terms of this Agreement the prevailing party herein shall be entitled to receive its reasonable attorney's fees. 24. Counterparts. This Agreement may be executed in any number of counterparts, and in that event, each counterpart shall be deemed a complete original and be enforceable without reference to any other counterpart. 25. Headings. Headings in this Agreement are for convenience only and shall not be used to interpret or construe its provisions. 26. Effective Date. This Agreement shall be effective and control the obligations and duties of the parties hereto as of the date first above written. AGENCY: BY: TITLE: Executive Director of Finance and Management Services DATE: PARS: BY: TITLE: DATE: Page 5 55C-11 55C-12 EXHIBIT IA SERVICES PARS will provide the following services for the City of Santa Ana 3121 Part-Time Social Security Alternative Retirement Plan: 1. Plan Installation Services: (A) Meeting with appropriate Agency personnel to discuss plan provisions, implementation timelines, benefit communication strategies, data reporting and contribution submission requirements; (B) Providing the necessary analysis and advisory services to finalize these elements of the Plan; (C) Providing the documentation needed to establish the Plan for review by Agency legal counsel, which must be reviewed and approved by the Agency, as demonstrated by the execution of this Agreement prior to the commencement of PARS services. 2. Plan Administration Services: (A) Monitoring the receipt of Plan contributions made by the Agency to the trustee of the PARS Trust ("Trustee"), based upon information received from the Agency and the Trustee; (B) Performing periodic accounting of Plan assets, including the allocation of employer and employee contributions, distributions, investment activity and expenses (if applicable) to individual Participant accounts, based upon information received from the Agency and/or Trustee; (C) Acting as ongoing liaison between the Participant and the Agency in regard to distribution payments, which shall include use by the Participants of toll-free telephone communication to PARS; (D) Coordinating the processing of Participant distribution payments pursuant to authorized written Agency certification of distribution eligibility, authorized direction by the Agency, the provisions further contained in this Agreement, and the provisions of the Plan; (E) Directing Trustee to make Participant distribution payments, pursuant to the Agency authorization provisions in this Agreement, and producing required tax filings regarding said distribution payments; (F) Notifying the Trustee of the amount of Plan assets available for further investment and management, or, the amount of Plan assets necessary to be liquidated in order to fund Participant distribution payments; (G) Coordinating actions with the Trustee as directed by the Plan Administrator within the scope this Agreement; (H) Preparing and submitting a periodic Non-Contribution report which includes all Participants who have received no new contributions for a period of time as specified Page 6 55C-13 by the Plan Administrator, unless directed by the Agency otherwise. PARS is not obligated by law or otherwise to provide a Non-Contribution report and this report in no way obligates PARS to generate distributions without specific instruction from the Agency Plan Administrator as outlined in Section 7 of this Agreement; (I) Preparing and submitting a monthly report of Plan activity to the Agency, unless directed by the Agency otherwise; (J) Preparing and submitting an annual report of Plan activity to the Agency; (K) Preparing individual annual statements and mailing in bulk to the Agency, unless directed by the Agency otherwise. 3. Plan Compliance Services: Coordinating and preparing amendments to the Trust, Plan and other associated legal documents required by federal and/or state agencies to maintain the Plan in compliance, for review by Agency legal counsel. 4. PARS is not licensed to provide and does not offer tax, accounting, legal, investment or actuarial advice. Page 7 55C-14 EXHIBIT 1 B FEES FOR SERVICES 1. PARS will be compensated for performance of Services, as described in Exhibit IA based upon the following schedule: (A) A distribution fee equal to $20.00 per terminated Participant ("Distribution Fee"), which shall be deducted solely from the terminating Participant's account or paid by the Agency. If the total value of the Participant's account is less than $100.00 then the Distribution Fee will not exceed the Employer contributed portion of the account. Distribution Fee Payment Option (Please select one option below): El Distribution Fee shall be paid solely from the terminating Participant's account. ? Distribution Fee shall be paid by the Agency. (B) An annual asset fee paid by the Agency or from Plan Assets based on the following schedule ("Asset Fee"): For Plan Assets from: Annual Rate: $0 to $2,500,000 1.50% $2,500,001 to $5,000,000 1.25% $5,000,001 to $10,000,000 1.00% $10,000,001 and above 0.75% Annual rates are prorated and paid monthly. The annual Asset Fee shall be calculated by the following formula [Annual Rate divided by 12 (months of the year) multiplied by the Plan asset balance at the end of the month within each asset range]. If the Asset Fee is taken from Plan Assets, the total Asset Fees due in a given month shall be allocated proportionately among Participants of the Agency's Plan in that month, based on account balance. Trustee and Investment Management Fees are not included. Annual Asset Fee Payment Option (Please select one option below): ? Annual Asset Fee shall be invoiced and paid by the Agency. El Annual Asset Fee shall be paid from Plan Assets. (C) A fee equal to the out of pocket costs charged to PARS by an outside contractor for formatting contribution data on to a suitable magnetic media, charged only if the contribution data received by PARS from y the Agency is not on readable magnetic media ("Data Processing Fee"). Page 8 55C-15 i 55C-16 EXHIBIT 1 C DATA REQUIREMENTS PARS will provide the Services under this Agreement contingent upon receiving the following information: 1. Contribution Data - transmitted to PARS by email or on an IBM formatted disk (360K, 1.2 MB or 1.44 MB) in ASCII code or Excel formats containing the following items of employee information related to the covered payroll period: (A) Agency name (B) Employee's legal name (C) Employee's social security number (D) Payroll date (E) Employer contribution amount (F) Employee contribution amount 2. Distribution Data - written Plan Administrator's (or authorized Designee's) direction to commence distribution processing, which contains the following items of Participant information: (A) Agency name (B) Participant's legal name (C) Participant's social security number (D) Participant's address (E) Participant's phone number (F) Participant's birthdate (G) Participant's condition of eligibility (H) Participant's effective date of eligibility (I) Signed certification of distribution eligibility from the Plan Administrator, or authorized Designee 3. Executed Legal Documents: (A) Certified Resolution (B) Plan Document (C) Trust Agreement (D) Trustee Investment Forms 4. Other information pertinent to the Services as reasonably requested by PARS. Page 9 55C-17 55C-18 PARS BENEFIT TRUST FBO CITY OF SANTA ANA PARS 3121 PART-TIME SOCIAL SECURITY ALTERNATIVE RETIREMENT PLAN Effective December 19, 2011 TRUST DOCUMENT Exhibit 3 1 55C-19 TABLE OF CONTENTS ARTICLE PAGE I Trust Fund 3 II Investments 4 III Trustee's Powers 7 IV Trustee's Duties 12 V Restrictions on Transfer 13 VI Resignation, Removal and Succession 14 VII Amendment 14 VIII Liabilities 15 IX Duration and Termination 18 X Miscellaneous 19 2 55C-20 PARS Benefit Trust FBO City of Santa Ana PARS 3121 Part-Time Social Security Alternative Retirement Plan Effective December 19, 2011 This Trust Agreement (the "Trust Agreement" or "Trust") is made by and among the City of Santa Ana (the "Agency") as the sponsor of the PARS Benefit Trust FBO City of Santa Ana PARS 3121 Part-Time Social Security Alternative Retirement Plan Effective December 19, 2011 (the "Plan"), the Plan Administrator or the Plan's administrative committee (the "Plan Administrator"), Union Bank, N.A., a national banking association as Trustee ("Union Bank, N.A." or the "Trustee") and Public Agency Retirement Services as Trust Administrator (the "Trust Administrator"). PURPOSE The Agency has established the PARS Benefit Trust FBO City of Santa Ana PARS 3121 Part- Time Social Security Alternative Retirement Plan Effective December 19, 2011 for the benefit of eligible employees. The Agency has established this Trust for the exclusive purpose of providing Plan benefits to its employees ("Participants") and their beneficiaries ("Beneficiaries") and defraying reasonable expenses of the Plan and Trust. The Agency has reserved the right to amend this Trust from time to time. The Plan Administrator for this Plan and Trust shall mean the person who holds a particular position or title designated by the Agency's governing body. The Plan provides that, from time to time, cash and other assets may be provided or foravarded to the Trustee by the Agency to be held and administered in trust for the uses and purposes of the Plan, solely for the purpose of providing such benefits. Subject to specific conditions set forth in this Trust Agreement, the Trustee agrees that it will receive cash and other property of the Plan acceptable to the Trustee, constituting Plan contributions from the Agency or transfers for the benefit of the Plan, and shall hold and invest such cash and other property (the "Assets") for the uses and purposes and upon the terms and conditions stated in this Trust Agreement (the "Trust"). The Agency intends that the Plan shall qualify under Section 457(b) of the Internal Revenue Code of 1986, as amended (the "Code"), and that the Trust hereby created shall be treated as a trust exempt from tax under Section 501 of the Code, and shall not be subject to any claims of the Agency's creditors. ARTICLE I TRUST FUND 1.1 Signing Authority. The Agency's Board of Trustees, Board of Directors or other duly authorized governing body shall certify in writing to the Trustee the names and specimen signatures of all those who are authorized to act as, and on behalf of, the Plan Administrator, and those names and specimen signatures shall be updated as necessary by such governing board or other duly authorized officer of the Agency. 1.2 Acceptance of Assets. All contributions or transfers shall be received by the Trustee in cash or in any other property acceptable to the Trustee. The Trust shall consist of the contributions and transfers of Assets received by the Trustee, together with the income and earnings from such 3 55C-21 Assets, and any increments accruing to them. The Trustee shall manage and administer the Trust without distinction between principal and income. The Trustee shall have no other duty to compute any amount to be transferred or paid to it by the Agency and it shall not be responsible for the collection of any contributions or transfers due to the Trust. 1.3 Establishment of Trust. The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of Agency and shall be used exclusively for the uses and purposes of Participants and Beneficiaries as herein set forth. Participants and Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. 1.4 Ongoing Contributions to Trust. Agency, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to the Trustee to augment the principal to be held, administered and disposed of by Trustee as provided in this Trust Agreement. Neither the Trustee nor any Participant shall have any right to compel such additional deposits. 1.5 No Duty of Trustee to Enforce Collection. Notwithstanding anything herein to the contrary, the Trustee shall have no authority or obligation to enforce the collection of any contribution or transfer to the Trust. 1.6 Plan Administration. The Agency and not the Trustee shall be responsible for administering the Plan (including without limitation determining the rights of the Agency's employees to participate in the Plan, determining any Participant's right to benefits under such Plan), and issuing statements to Participants of their interest in the Trust and Plan. 1.7 Participant Accounts. The Agency shall maintain, or cause to be maintained, a separate account for each Participant under the Plan (the "Account") in which it shall keep a record of the share of such Participant under such Plan in the Trust. The Agency may appoint a third-party administrator or record-keeper (the "Record-keeper") to maintain such Accounts. A Participant's Account under the Plan shall represent the portion of the Trust allocated to provide such Participant benefits under such Plan. If the Trustee is directed by the Agency to segregate the Trust into separate Accounts for each Participant, at the time it makes a contribution to the Trust, the Agency shall certify to the Trustee the amount of such contribution being made in respect of each Participant under the Plan. 1.8 Tax Reporting. The Agency and not the Trustee shall be responsible for all income tax reporting and calculation and payment of any wage withholding or other tax requirements in connection with the Trust and any contributions thereto, and any income earned thereby, and payments or distributions therefrom, and Agency agrees to indemnify and defend Trustee against any liability for any such taxes, interest or penalties resulting from or relating to the Trust, provided, however, that Union Bank, N.A., as Trustee shall file such tax reports for the Trust as required by law and as agreed to by the parties in writing from time to time. ARTICLE II INVESTMENTS 2.1 Plan Administrator Authority. Except as otherwise provided in this Article 11, the Plan 4 55C-22 Administrator appointed by the Agency shall have all power over and responsibility for the management, disposition, and investment of the Trust Assets, and the Trustee shall comply with proper written directions of the Plan Administrator concerning those Assets. The Plan Administrator shall not issue directions in violation of the terms of the Plan and Trust or prohibited by any applicable federal or state laws or regulations governing the establishment and operation of trusts by governmental entities for the purpose of providing retirement benefits for their employees or other individuals providing services to such entities, including, but not limited to, laws governing the actions of plan fiduciaries ("Statutes"). Except to the extent required by applicable state or federal law or regulations, or otherwise provided in this Trust Agreement, the Trustee shall have no duty or responsibility to review, initiate action, or make recommendations regarding Trust Assets and shall follow investment directions and retain Assets until directed in writing by the Plan Administrator to dispose of them. The Trustee shall not be liable for any investment decisions of the Plan Administrator or any investment losses in the Account attributable to investment decisions of the Plan Administrator. 2.2 Trustee as ManaEer. The Plan Administrator may also delegate all or a portion of its investment authority to the Trustee for all or a portion of the Trust Assets. Upon written acceptance of that delegation, the Trustee shall have full power and authority to invest and reinvest that portion of the Trust so designated by the Plan Administrator in investments of any kind. The Trustee shall be responsible for proper diversification of the Assets only if all the Plan Assets are subject to its management. The Plan Administrator shall have the responsibility for establishing and carrying out a funding policy and method consistent with the objectives of the Plan, taking into consideration the Plan's short-term and long-term financial needs (hereinafter referred to as the "Permissible Investment Guidelines"). The Trustee's responsibility for investment and diversification of the Assets in the portion of the Trust for which Trustee has investment discretion shall be subject to, and is limited by, the funding policy and investment guidelines issued to it by the Plan Administrator and any Statutes. It is understood and acknowledged that the Plan Administrator, rather than the Trustee, shall be responsible for the funding policy, for overall diversification of Trust Assets (unless the Trustee has investment responsibility for all Plan Assets), for benefit allocation, distribution, and for overall compliance of the Trust with statutory limitations on the amount of the Trust's investment in any assets. 2.3 Insurance Contract. The Plan Administrator may direct the Trustee in writing to invest assets of the Trust in group or individual insurance contracts of all kinds authorized under the Plan, Statutes and Permissible Investment Guidelines provided such contracts are issued by an insurance company or companies qualified to do business in more than one state, and the Plan Administrator shall have the sole responsibility and shall direct the Trustee with respect to such insurance contracts. The administration of these insurance contracts shall be the sole responsibility of the Plan Administrator, and the Trustee shall follow the directions of the Plan Administrator with respect to the administration of any such contracts. 2.4 Independent Investment Manager. The Plan Administrator may appoint one or more investment managers to direct the Trustee in the investment of all or a specified portion of the Trust 5 55C-23 Assets. Any investment manager shall be a qualified investment advisor under the Investment Advisors Act of 1940. The Plan Administrator may also remove any investment manager. The Plan Administrator shall promptly notify the Trustee in writing of the appointment or removal of any investment manager. The Plan Administrator shall cause the investment manager to acknowledge to the Trustee in writing that the investment manager is a fiduciary with respect to the Plan and Trust. If the foregoing conditions are met, the investment manager shall have the power to manage, acquire, retain, or dispose of any Trust Assets subject to the investment manager's management and direction. The Trustee shall not be liable for the acts or omissions of such investment manager, or be under an obligation to review the investments of, or to invest or otherwise manage any asset of the Trust that is subject to the management and direction of such investment manager. 2.5 Participant Directed Accounts. The Agency may, by written resolution and execution of the Adoption Agreement, terminate the Plan Administrator's right to direct the investment and management of all or any portion of the Assets of the Trust and allow Participants to direct their own account balances ("Participant Directed Accounts"). Notwithstanding any other provision of this Trust Agreement, for Participant Directed Accounts, the Trustee shall be entitled to act upon proper directions of the Plan Administrator, Record-keeper, and Participants including directions in writing, or oral instructions which Trustee in its discretion may follow without receipt of written instructions, instruction given by photostatic teletransmission using facsimile signature, or those instructions which are digitally recorded on the Union Bank Voice Response Unit ("VRU") or internet website. Trustee is hereby authorized to record conversations and transmissions made in connection with the Trust. Trustee's recording or lack of recording of any such oral, internet or digital instructions, and/or receipt or lack of receipt of facsimile transmissions, as reflected in the Trustee's records maintained in the ordinary course of business shall constitute conclusive proof of Trustee's receipt or non-receipt of such instructions. The Trustee and/or Record-keeper shall not be liable in any manner for investment or other losses or other liability attributable to Participant's directions, or lack thereof, or exercise of control over the investments of their Participant Directed Accounts. Likewise, the Trustee and/or Record-keeper shall have no duty or responsibility to review, monitor or make recommendations regarding investments made at the direction of the Participants or the Plan Administrator. In order for Agency to be relieved of investment fiduciary liability, the requirements of California law including Section 53213.5 of the California Government Code must be met. The Plan Administrator shall establish uniform and nondiscriminatory rules for the operation of the Participant Directed Accounts, including whether the Participant shall direct the Trustee or direct the Plan Administrator who then directs the Record-keeper and the Record-keeper forwards such directions to the Trustee. Agency shall designate whether Participant Directed Accounts are to be established pursuant to the provisions of section 2.5(a) or 2.5(b), below: (a) Participant Direction in Individually Directed Accounts. If the Agency has so elected, Participants may have investment direction power over their own segregated account balances ("Individually Directed Account" or "IDA"). Investments may be directed by Participants into assets administratively acceptable to Trustee, as limited by guidelines developed by the Plan Administrator (the "Permissible Investment Guidelines"). Plan Administrator shall notify Participants of the Plan's Permissible Investment Guidelines as in effect from time to time. In the absence of directions from a Participant, the Plan Administrator may direct the investment of the 6 55C-24 IDA. The Trustee may refuse to comply with the directions of the Participant to invest is assets other than those listed in its Permissible Investments Guidelines or with directions which the Trustee deems to be improper or contrary to the provisions of the Plan and Trust or the Internal Revenue Code and shall have no liability for such refusal. (b) Participant Directed Account within Plan Administrator Selected Investment Options ("Directed Accounts"): If the Agency so elects, and directs the Trustee to execute appropriate legal agreements, the Participant's Account Balance shall be segregated into a Participant Directed Account ("Directed Account"), over which the Participant may direct investment into one or more investment alternatives ("Investment Options"). The Plan Administrator or its appointed Investment Fiduciary shall have full responsibility for designating the Investment Options under the Plan and for selecting the underlying investment vehicle(s) for each designated Investment Option into which a Participant may direct investment of his or her Directed Account. To the extent allowed by law, neither the Agency, the Plan Administrator, the Record-keeper, nor the Trustee shall have any responsibility for monitoring the directions of the Participant nor shall the Agency, the Plan Administrator, the Record-keeper or the Trustee be liable in any manner for investment or other losses or other liability for following directions of a Participant. (c) If Directed Accounts are established, notwithstanding any other provision of this Trust Agreement, the Agency may appoint the Trustee to provide ministerial administrative services for such accounts by so indicating in the Agency's Plan, provided that an acceptable service agreement has been executed by and between the Agency, the Plan Administrator, the Trustee and the Record-keeper. ARTICLE III TRUSTEE'S POWERS 3.1 General Trustee's Powers. Except as otherwise provided in Article II, the Trustee shall have full power and authority with respect to property held in the Trust to do all such acts, take all proceedings, and exercise all such rights and privileges, whether specifically referred to or not in this document, as could be done, taken or exercised by the absolute owner, including, without limitation, the following: (a) To invest and reinvest the Trust or any part hereof in any one or more kind, type, class, item or parcel of property, real, personal or mixed, tangible or intangible; or in any one or more kind, type, class, item or issue of investment or security; or in any one or more kind, type, class or item of obligation, secured or unsecured; or in any combination of them; and to retain the property associated with such investment or reinvestment for the period of time that the Trustee deems appropriate. (b) To buy, sell, assign, transfer, acquire, loan, lease (for any purpose, including mineral leases, and for terms within or extending beyond the life of this Trust), exchange and in any other manner to acquire, manage, deal with and dispose of all or any part of the Trust property, for cash or credit and upon any reasonable terms and conditions. (c) To make "deposits" with any bank or savings and loan institution, including any such facility of the Trustee or an affiliate thereof provided that the deposit bears a reasonable rate of 7 55C-25 interest; (d) To retain all or any portion of the Trust in cash temporarily awaiting investment or for the purpose of making distributions or other payments, without liability for interest thereon, notwithstanding Trustee's receipt of "float" from such uninvested cash; (e) To place uninvested cash and cash awaiting distribution in one or more mutual funds and/or commingled investment funds maintained by or made available by the Trustee, and to receive compensation from the sponsor of such fund(s) for services rendered, separate and apart from any trustee's fees hereunder. Trustee or Trustee's affiliate may also be compensated for providing investment advisory and other services to any such mutual fund or commingled investment funds. Agency acknowledges receipt of prospectuses for such funds; (0 To borrow money for the purposes of the Trust from any source other than a party in interest of the Plan, with or without giving security and to pay interest, to issue promissory notes and to secure the repayment thereof by pledging all or any part of the Trust assets; (g) To take all of the following actions as directed by a fiduciary or other person with investment discretion over the Trust assets; to vote proxies of any stocks, bonds or other securities; to give general or special proxies or powers of attorney with or without power of substitution; to exercise any conversion privileges, subscription rights or other options, and to make any payments incidental thereto; to consent to or otherwise participate in corporate reorganizations or other changes affecting corporate securities and to delegate discretionary powers and to pay any assessments or charges in connection therewith; and generally to exercise any of the powers of an owner with respect to stocks, bonds, securities or other property held in the Trust; (h) To make, execute, acknowledge and deliver any and all documents of transfer and conveyance and any and all other instruments that may be necessary or appropriate to carry out the powers herein granted; (i) To pay, or cause to be paid, from the Trust any and all real or personal property taxes, income taxes or other taxes or assessments of any or all kinds levied or assessed upon or with respect to the Trust or the Plan; 0) To enter into, modify, renew and terminate annuity contracts of deposit administration of immediate participation or other group or individual type with one or more insurance companies and to pay or deposit all or any part of the Trust thereunder; to provide in any such contract for the investment of all or any part of funds so deposited with the insurance company in securities under separate accounts; to exercise and claim all rights and benefits granted to the contract holder by any such contracts; (k) To exercise all the further rights, powers, options and privileges granted, provided for, or vested in trustees generally under applicable federal or state laws, as amended from time to time, it being intended that, except as herein otherwise provided, the powers conferred upon the Trustee herein shall not be construed as being in limitation of any authority conferred by law, but shall be construed as in addition thereto. 8 55C-26 3.2 Additional Powers. In addition to the other powers enumerated above, and whether or not the Plan Administrator has retained investment authority, the Trustee in any and all events is authorized and empowered: (a) To invest funds in any type of interest-bearing account including without limitation, time certificates of deposit or interest-bearing accounts issued by Union Bank, N.A., or any mutual fund or short term investment fund ("Fund"), whether sponsored or advised by Union Bank, N.A. or any affiliate thereof; Union Bank, N.A. or its affiliate may be compensated for providing investment advice or other services to such Fund, in addition to any Trustee's fees received pursuant to this Trust Agreement; provided, that such compensation is reasonable; (b) To cause all or any part of the Trust to be held in the name of the Trustee (which in such instance need not disclose its fiduciary capacity) or, as permitted by law, in the name of any nominee, and to acquire for the Trust any investment in bearer form; but the books and records of the Trust shall at all times show that all such investments are a part of the Trust and the Trustee shall hold evidences of title to all such investments; (c) To serve as custodian with respect to the Trust assets with the sole exception of insurance policy or annuity contracts, the underlying assets of which shall be maintained by the insurance company issuer; (d) To employ such agents and counsel as may be reasonably necessary in managing and protecting the Trust assets and to pay them reasonable compensation; to employ any broker- dealer, including any broker-dealer affiliated with the Trustee, and pay to such broker-dealer its standard commissions; to settle, compromise or abandon all claims and demands in favor of or against the Trust; and to charge any premium on bonds purchased; (e) In addition to the powers listed herein, to do all other acts necessary or desirable for the proper administration of the Trust, as though the absolute owner thereof and to exercise and perform any and all of the other powers and duties specified in this Trust Agreement; (0 To abandon, compromise, contest, arbitrate or settle claims or demands; to prosecute, compromise and defend lawsuits, but without obligation to do so, all at the risk and expense of the Trust; (g) To permit such inspections of documents at the principal office of the Trustee as are required by law, subpoena or demand by United States agency and to disclose the Agency's name to issuers of securities in connection with shareholder communications unless directed otherwise in writing; (h) To comply with all requirements imposed by applicable state Statutes or other applicable provisions of state or federal law; (i) To seek written instructions from the Agency, Plan Administrator or other fiduciary or, to the extent Participants are permitted to direct the investment of all or any portion of their Accounts under the Plan, from a Participant, on any matter and await written instructions from such person without incurring any liability. If at any time the Agency, the Plan Administrator, a fiduciary 9 55C-27 or Participant should fail to give directions to the Trustee, the Trustee may but is not required to act in the manner that in its discretion seems advisable under the circumstances for carrying out the purposes of this Trust. Such actions shall be conclusive on the Plan Administrator and the Agency and the Participant if written notice of the proposed action is given to the Plan Adminis°.rator five (5) days prior to the action being taken, and the Trustee receives no response; (j) As directed by the Plan Administrator: (i) To cause the benefits provided under the Plan to be paid directly to the persons entitled thereto under the Plan, and in the amounts and in the manner specified, or to disburse such sums to the Agency, who shall be responsible to distribute sums due; and make appropriate tax reports to Participants, Beneficiaries and taxing authorities, and to charge such payments against the Trust with respect to which such benefits are payable; (ii) To compensate such executive, consultant, actuarial, accounting, investment, appraisal, administrative, clerical, secretarial, custodial, depository and legal, personnel and other employees or assistants as are engaged by the Plan Administrator in connection with the administration of the Plan and to pay from the Trust the necessary expenses of such, personnel, employees and assistants, to the extent not paid by the Agency and directed by the Plan Administrator; (iii) To impose a reasonable charge to cover the cost of furnishing to Participants or Beneficiaries upon their written request documents as may be legally required by applicable state or federal law or regulations; (iv) To act upon proper directions of the Agency, the Plan Administrator or any other fiduciary or Participant including directions in writing, or oral instructions which Trustee in its discretion may follow prior to receipt of written instructions, instruction given by photostatic teletransmission using facsimile signature, or those instructions which are digitally recorded on the Trustee's oral recording or VRU communications system. If oral or digital instructions are given, to act upon those in Trustee's discretion prior to receipt of written instructions. Trustee's recording or lack of recording of any such oral or digital instructions taken in Trustee's ordinary course of business shall constitute conclusive proof of Trustee's receipt or non-receipt of the oral or digital or VRU instructions; In exercising the power and authority under this subparagraph (iv), the Trustee will perform telephonic verification to the Plan Administrator, or other authorized representative properly designated by the Plan Administrator or the Agency, or such other security procedure selected by the Plan Administrator prior to wire transfer of funds as the Trustee may require. The Plan Administrator, the Agency, and the Plan assume all risk with respect to delays or transfers if the Trustee is unable to reach the Plan Administrator or other authorized representative properly designated by the Plan Administrator, or in the event of delay as a result of attempts to comply with any other security procedure selected by the Plan Administrator in connection with wire transfers or otherwise; (v) To pay from the Trust the expenses reasonably incurred in the administration of the Trust as provided in the Plan, to the extent such expenses are not paid by the Agency pursuant to Section 10.2; 10 55C-28 (vi) To maintain insurance for such purposes, in such amounts and with such companies as the Plan Administrator shall elect, including insurance to cover liability or losses occurring by reason of the acts or omissions of fiduciaries (but only if such insurance permits recourse by the insurer against a fiduciary in the case of a breach of a fiduciary obligation by such fiduciary). 3.3 Delegatee. The Plan Administrator may delegate certain authority, powers and duties to an entity to act in those matters specified in the delegation ("Delegatee"). Any such delegation must be in a writing that names and identifies the Delegatee, states the effective date of the delegation, specifies the authority and duties delegated, is executed by the Plan Administrator and is acknowledged in writing by the Delegatee, the Trust Administrator (if not the Delegatee) and the Trustee. Such delegation shall be effective until the Trustee and the Trust Administrator are directed in writing by the Plan Administrator that the delegation has been rescinded or modified. 3.4 Directions to Trustee. Except as otherwise provided in this Trust Agreement, all directions to the Trustee from the Plan Administrator or Delegatee must be in writing and must be signed by the Plan Administrator or Delegatee, as the case may be. For all purposes of this Trust Agreement, direction shall include any certification, notice, authorization, application or instruction of the Plan Administrator, Delegatee or Trustee appropriately communicated. The above notwithstanding direction may be implied if the Plan Administrator or Delegatee has knowledge of the Trustee's intentions and fails to file written objection. The Trustee shall have the power and duty to comply promptly with all proper direction of the Plan Administrator, or Delegatee, appointed in accordance with the provisions of this Trust Agreement. In the case of any direction deemed by the Trustee to be unclear or ambiguous the Trustee may seek written instructions from the Plan Administrator, the Agency or the Delegatee on such matter and await their written instructions without incurring any liability. If at any time the Plan Administrator or the Delegatee should fail to give directions to the Trustee, the Trustee may act in the manner that in its discretion seems advisable under the circumstances for carrying out the purposes of the Trust which may include not taking any action. The Trustee may request directions or clarification of directions received and may delay acting until clarification is received. In the absence of timely direction or clarification, or if the Trustee considers any direction to be a violation of the Trust Agreement or any applicable law, the Trustee shall in its sole discretion take appropriate action, or refuse to act upon a direction. 3.5 Trust Administrator. The Plan Administrator has appointed PARS as the Trust Administrator. The Trust Administrator has accepted its appointment subject to the Plan Administrator's delegation of authority, to act as such, pursuant to Section 3.3 of this Trust Agreement. The Trust Administrator's duties involve the performance of the following services pursuant to the provisions of this trust agreement and the Agreement for Administrative Services: (a) Performing periodic accounting of the Trust; (b) Directing the Trustee to (i) make distributions from the Trust, as directed and authorized by the Plan Administrator pursuant to the Agreement for Administrative Services, to Participants pursuant to the provisions of the Agency's Plan and, (ii) liquidate assets in order to make such distributions; 11 55C-29 (c) Notifying the Investment Fiduciary of the amount of Assets in the Trust available for further investment and management by the Investment Fiduciary; (d) Allocating contributions, earnings and expenses to the Trust; (e) Directing the Trustee to pay insurance premiums, to pay the fees of the Trust Administrator and to do such other acts as shall be appropriate to carry out the intent of the Trust. (f) Such other services as the Agency and the Trust Administrator may agree. 3.6 Additional Trust Administrator Services. The Plan Administrator may at any time retain the Trust Administrator as its agent to perform any act, keep any records or accounts and make any computations which are required of the Agency or the Plan Administrator by this Trust Agreement or by the Agency's Plan. The Trust Administrator shall be separately compensated for such service and such services shall not be deemed to be contrary to the Trust Agreement. 3.7 Trust Administrator's Compensation. As may be agreed upon from time to time by the Agency and Trust Administrator, the Trust Administrator will be paid reasonable compensation for services rendered or reimbursed for expenses properly and actually incurred in the performance of duties with respect to the Trust in accordance with Section 53217 of the California Government Code. 3.8 Resignation or Removal of Trust Administrator. The Trust Administrator may resign at any time by giving at least one hundred twenty (120) days written notice to the Plan Administrator and the Trustee. ARTICLE IV TRUSTEE'S DUTIES 4.1 Powers Subiect to Duties. The Trustee shall exercise any of the foregoing powers from time to time as required by any applicable federal or state law. 4.2 Records. The Trustee shall maintain or cause to be maintained suitable records, data and information relating to its functions hereunder. The Trustee shall keep accurate and detailed accounts of all investments, receipts, disbursements and other actions hereunder. Its books and records relating to the Trust shall be open to inspection and audit at all reasonable times by the Agency, the Plan Administrator or their duly authorized representatives. 4.3 Accounts. Within ninety days after the close of each Plan Year and within ninety days after the resignation or removal of the Trustee as provided in Article VI hereof, the Trustee shall render to the Agency a written account showing in reasonable summary the investments, receipts, disbursements and other transactions engaged in by the Trustee during the preceding Plan Year or accounting period with respect to the Trust. Such written accounts shall set forth the assets and liabilities of the Trust. The Agency or Plan Administrator shall have ninety days after the Trustee's mailing of each such written account within which to file with the Trustee written objections. Upon the expiration of each such period, the Trustee shall be forever released and discharged from all 12 55C-30 liability and accountability to the Agency, the Plan Administrator and Participants with respect to the propriety of its acts and transactions shown in such account except with respect to any such acts or transactions as to which the Agency files written objections within such ninety-day period with the Trustee. 4.4 Reports. The Trustee shall file such descriptions and reports and shall furnish such information and make such other publications, disclosures, registrations and other filings as are required of the Trustee by the Code or any other applicable law or regulation. 4.5 Follow Plan Administrator and Investment Manager Direction. The Trustee shall have the power and duty to comply promptly with all proper directions of the Plan Administrator, the Agency, and any duly appointed investment manager. Except as to investment directions received from the Plan Administrator or investment manager, the Trustee shall not act on any directions or requests received from Participants. ARTICLE V RESTRICTIONS ON TRANSFER 5.1 Persons to Receive Payment. (a) As directed by the Plan Administrator, the Trustee shall, except as otherwise provided in subsection (b), pay all amounts distributable hereunder only to the person or persons designated under the Plan or deposit to the Participant's or Beneficiary's checking or savings account and not to any other person or corporation, and only to the extent of assets held in the Trust. The Plan Administrator's instructions to the Trustee regarding whether or not to make distributions, and the amount of such distributions, shall be conclusive on all Participants and Beneficiaries. (b) In the event any controversy shall arise as to the person or persons to whom any distribution or payment is to be made by the Trustee, or as to any other matter arising in the administration of the Plan or Trust, the Trustee may, (i) retain the amount in controversy pending resolution of the controversy, (ii) file an action seeking declaratory relief, or (iii) interplead the Trust Assets in issue, and (iv) name the Agency and/or any or all persons making conflicting demands as necessary parties. (c) The Trustee shall not be liable for the payment of any interest or income on any amount withheld or interpleaded under subsection (b). (d) The expenses incurred by the Trustee for taking any action under subsection (b) shall be charged by the Trustee to the Trust unless paid by the Agency. 5.2 Assignment and Alienation Prohibited. In accordance with Section 457 of the Code, Trust Assets shall not be subject to any claims of Agency or other creditors. Additionally, no benefit or interest available hereunder shall be subject in any manner to assignment or alienation, whether voluntarily or involuntarily, or to legal process except as permitted in the Internal Revenue Code, applicable state or federal law, or as provided in the Plan. 13 55C-31 ARTICLE VI RESIGNATION, REMOVAL AND SUCCESSION 6.1 Resignation or Removal of Trustee. The Trustee may resign at any time upon ninety days' prior written notice to the Agency (which notice may be waived by the Agency). Agency may remove the Trustee upon ninety days' prior written notice to the Trustee (which notice may be waived by the Trustee). 6.2 Designation of Successor. Upon notice of the Trustee's resignation or removal, Agency shall promptly designate a Successor Trustee who will accept transfer of the assets of the Trust. If no Successor Trustee is designated within thirty days of notice of Trustee's resignation or removal, the Plan Administrator shall designate a Successor Trustee. 6.3 Court Appointment of Successor. If neither the Agency nor the Plan Administrator designates a Successor Trustee within thirty days after the Trustee gives notice of resignation or receives notice of removal, the Trustee may, at the expense of the Trust, apply to a court of competent jurisdiction to appoint a Successor Trustee. Until a Successor Trustee is appointed, and all Trust assets are delivered to the Successor Trustee, the Trustee shall be entitled to be compensated for its services according to its published fee schedule then in effect for acting as Trustee in accordance with the Plan and Trust. 6.4 Successor's Powers. A Successor Trustee shall have the same powers and duties as those conferred upon the original Trustee hereunder. A resigning Trustee shall transfer the Trust Assets and shall deliver the books, accounts and records of the Trust to the Successor Trustee as soon as practicable. The resigning Trustee is authorized, however, to reserve such amount from the Assets of the Trust as may be necessary for the payment of its fees and expenses incurred prior to its resignation, and the Trust Assets shall remain liable to reimburse the resigning Trustee for any costs, expenses or attorneys' fees or losses incurred, whether before or after resignation, due solely to Trustee's holding title to and administration of the Trust Assets. 6.5 Successor's Duties. A Successor Trustee shall have no duty to audit or otherwise inquire into the acts and transactions of its predecessor. ARTICLE VII AMENDMENT 7.1 Power to Amend. The Agency shall have the right at any time, and from time to time, to modify or amend this Trust Agreement in whole or in part, effective upon thirty days' prior written notice to the Trustee, provided, however, that the Trustee's duties and responsibilities shall not be amended without the Trustee's express written consent. 14 55C-32 7.2 Limitation on Amendment. No amendment shall be made, at any time, under which any part of the Trust may be diverted to purposes other than for the exclusive benefit of Participants and their Beneficiaries. 7.3 Conformity with Law. Notwithstanding anything herein to the contrary, this Trust Agreement may be amended prospectively or retroactively at any time by the Agency if deemed necessary to conform to the provisions and requirements of the Internal Revenue Code or regulations promulgated pursuant thereto in order to maintain the tax-exempt status hereof thereunder, or to conform to the provisions and requirements of any law, regulation, order or ruling affecting the character or purpose of the Plan or Trust. No such Amendment shall be effective to add or change the Trustee's powers or duties absent Trustee's written consent. ARTICLE VIII LIABILITIES 8.1 Declaration of Intent. Nothing in this Article purports to relieve a fiduciary from liability for any responsibility, obligation or duty under any applicable Statutes. However, to the full extent permitted by law, it is the intent of this Article to relieve each fiduciary from all liability for any acts or omissions of any other fiduciary or any other person and to declare the absence of liabilities of all persons referred to in this Article to the extent not imposed by law or by provisions of this Trust Agreement. Each of the following Sections, in declaring such limitations, is set forth without limiting the generality of this Section but in each case shall be subject to the provisions, limitations and policies set forth in this Section. 8.2 General Limitations of Liability. (a) No fiduciary shall be liable with respect to a breach of fiduciary duty under any applicable Statutes if such breach was committed before he or she became a fiduciary or after he or she ceased to be a fiduciary. (b) No fiduciary shall be liable for any act or omission of any other person to whom fiduciary responsibilities (other than Trustee responsibilities) are allocated by the Plan, the Trust Agreement or by a fiduciary. 8.3 Liability of the Trustee. (a) The Trustee shall have no powers, duties or responsibilities with regard to the administration of the Plan or to determine the rights or benefits of any person having or claiming an interest under the Plan or in the Trust or under this Trust Agreement or to examine or control any disposition of the Trust or part thereof which is directed by the Plan Administrator. (b) The Trustee shall have no liability for the adequacy of contributions for the purposes of the Plan or for enforcement of the payment thereof. (c) The Trustee shall have no liability for the acts or omissions of the Agency or the Plan Administrator. 15 55C-33 (d) The Trustee shall have no liability for following proper directions of a fiduciary, the Agency, the Plan Administrator or a Participant when such directions are made in accordance with this Trust Agreement. (e) During such period or periods of time, if any person other than the Trustee, including but not limited to a Participant, is directing the investment and management of Trust Assets, the Trustee shall have no obligation to determine the existence of any conversion, redemption, exchange, subscription or other right relating to any securities purchased on the directions of such person if notice of any such right was given prior to the purchase of such securities. If such notice is given after the purchase of such securities, the Trustee shall notify the Plan Administrator, which shall transmit the notice to the directing party. The Trustee shall have no obligation to exercise any such right unless it is informed of the existence of the right and is instructed to exercise such right, in writing, by a fiduciary or a Participant through the Plan Administrator within a reasonable time prior to the expiration of such right. (0 During such period or periods of time, if the Trustee is directed to purchase securities issued by any foreign government or agency thereof, or by any corporation domiciled outside of the United States, it shall be the responsibility of the directing party to advise the Trustee in writing with respect to any laws or regulations of any foreign countries or any United States territories or possessions which shall apply, in any manner whatsoever, to such securiti.-s, including, but not limited to, receipt of dividends or interest by the Trustee for such securities. (g) If the Plan and Trust cease to be subject to Sections 457 and 501 of the Code, the Agency shall immediately notify Trustee. Agency shall indemnify the Trustee for any federal or state income taxes, and any federal estate and state estate or inheritance taxes which the Trustee is required to pay as a result of a distribution made at the direction of the Plan Administrator, in which event the Agency shall be subrogated to the right of the Trustee to proceed against such Participant, Beneficiary, the executor of the estate of a deceased Participant or any other person for reimbursement of the amount paid and any taxes due. 8.4 Indemnification of Trustee by Agency. (a) The Trustee shall not be liable for, and the Agency agrees to indemnify and hold the Trustee harmless from and against any claims, demands, loss or liability imposed on the Trustee, including reasonable attorneys' fees and costs incurred by the Trustee, caused by and related to (i) any acts taken in accordance with any directions (or any failure to act in the absence of such directions) from the Plan Administrator, or any other party to whom Plan Administrator has given authority to direct the Trustee, which the Trustee reasonably believes to have been given by any of them; (ii) the negligence or willful misconduct of the Plan Administrator, or any other person designated to act on Plan Administrator's behalf; or (iii) the Plan Administrator's execution of its duties under this Trust Agreement, except in the event of the Trustee's own negligence or material breach of this Agreement which directly causes the loss to the Trust. (b) The Agency further agrees to indemnify the Trustee for and against any claims, demands or liabilities imposed on the Trustee, including reasonable attorneys' fees and costs incurred by the Trustee, which exceed amounts payable or available from the Trust, arising as a result of claims asserted by a third person or persons, not otherwise described in (a), and whether 16 55C-34 such person or persons are related to the Trust, for action or failure to take action with respect to Trust Assets. 8.5 Indemnification of Agency by Trustee. The Trustee agrees to indemnify the Agency against, and hold the Agency harmless from, all liabilities and claims (including reasonable attorney's fees and costs incurred by the Agency) against the Agency as a result of any breach of fiduciary responsibility by the Trustee which proximately causes loss to the Trust, and where Trustee knowingly participates in such a breach, knowingly undertakes to conceal such breach, has actual knowledge of such breach and fails to take reasonable action to remedy such breach or through its negligence or willful misconduct in performing its duties under this Agreement, proximately causes loss to the Trust. 8.6 Indemnification of Trustee by Trust Administrator. The Trustee shall not be liable for, and Trust Administrator shall indemnify and hold the Trustee (including its officers, agents, employees and attorneys) harmless from and against any claims, demand, loss, costs, expense or liability imposed on the indemnified party, including reasonable attorneys' fees and costs incurred by the indemnified party, arising as a result of Trust Administrator's active or passive negligent act or omission or willful misconduct in the execution or performance of its duties under this Agreement. 8.7 Indemnification of Trust Administrator by Trustee. The Trust Administrator shall not be liable for, and Trustee shall indemnify and hold the Trust Administrator (including its officers, agents, employees and attorneys) harmless from and against any claims, demand, loss, costs, expense or liability imposed on the indemnified party, including reasonable attorneys' fees and costs incurred by the indemnified party, arising as a result of Trustee's active or passive negligent act or omission or willful misconduct in the execution or performance of its duties under this Agreement. 8.8 Indemnification of Auncy by Trust Administrator. The Agency shall not be liable for, and Trust Administrator shall indemnify and hold the Agency (including its officers, agents, employees and attorneys) harmless from and against any claims, demand, loss, costs, expense or liability imposed on the indemnified party, including reasonable attorneys' fees and costs incurred by the indemnified party, arising as a result of Trust Administrator's active or passive negligent act or omission or willful misconduct in the execution or performance of its duties under this Agreement. 8.9 Indemnification of Trust Administrator by Agency. The Trust Administrator shall not be liable for, and Agency shall indemnify and hold the Trust Administrator (including its officers, agents, employees and attorneys) harmless from and against any claims, demand, loss, costs, expense or liability imposed on the indemnified party, including reasonable attorneys' fees and costs incurred by the indemnified party, arising as a result of Agency's active or passive negligent act or omission or willful misconduct in the execution or performance of its duties under this Agreement. 17 55C-35 ARTICLE IX DURATION AND TERMINATION 9.1 Termination. It is intended that this Trust shall be treated as being exempt from tax under Section 501(a) of the Code and that the Plan referred to herein shall qualify under Section 457(b) of the Code. However, notwithstanding any other provisions of the Trust, if the Internal Revenue Service is requested to issue to the Agency a favorable written determination or ruling with respect to the initial qualification of the Plan and exemption of the Trust from tax and such request is denied, the Trustee shall, after receiving a written direction from the Plan Administrator, pay to each Participant that portion of the Trust applicable to said Participant's voluntary contributions, if any, and provided the Plan so states, pay to the Agency any part of the Trust attributable to Agency contributions then remaining in the Trustee's possession, less any investment losses and Trustee's fees and costs incurred to date of distribution. As a condition to such repayment, Agency shall be solely responsible for any tax reporting and withholding required, and the Agency agrees to indemnify, defend, and hold the Trustee harmless from all claims, actions, demands, or liabilities arising in connection with such repayment, and provided further that such repayment will occur within one year after the date the request for qualified status is denied. 9.2 Exclusive Benefit. This Trust may be terminated at any time by the Agency, and upon such termination, the Trust Assets shall be distributed by the Trustee as and when directed by the Plan Administrator in accordance with the provisions of this Trust Agreement and the Plan document. From the date of termination of the Plan and until the final distribution of the Trust, the Trustee shall continue to have all the powers provided under this Trust that are necessary or desirable for the orderly liquidation and distribution of the Trust. In no instance upon any termination, or discontinuance and subsequent distribution shall the Trust or any part of it be used for, or diverted to, purposes other than for the exclusive benefit of Participants, their Beneficiaries, and defraying the administrative expenses of the Plan and Trust until all Plan liabilities have been satisfied, except in the instance of the failure of the Trust initially to qualify for tax-exempt status as set forth in Section 9.1 and in the event of a return of assets mistakenly contributed as set forth in Section 9.3. 9.3 Return of Mistaken Contributions. Notwithstanding any other provision of this Agreement, it is specifically provided that if a contribution or any portion thereof is made by the Agency by virtue of a mistake of fact, the Trustee shall, upon written request of the Agency, return such amounts as may be permitted by law to the Agency. 9.4 Duration. This Trust shall continue in full force and effect for the maximum period of time permitted by law and in any event until the expiration of twenty-one years after the death of the last surviving person who was living at the time of execution hereof who at any time becomes a Participant in the Plan, unless this Trust is sooner terminated in accordance with the Plan or the terms of this Trust Agreement. 18 55C-36 ARTICLE X MISCELLANEOUS 10.1 Delegation. By written notice to the Trustee, the Plan Administrator or the Agency may authorize the Trustee to act on matters in the ordinary course of the business of the Trust or on specific matters upon the signature of its delegate. 10.2 Expenses and Taxes. (a) The Agency, or at its option, the Trust, shall pay the Trustee its expenses in administering the Trust and reasonable compensation for its services as Trustee at a rate to be agreed upon by the parties to this Agreement, based upon Trustee's published fee schedule. However, the Trustee reserves the right to alter this rate of compensation at any time by providing the Agency with notice of such change at least thirty days prior to its effective date. Reasonable compensation shall include compensation for any extraordinary services or computations required, such as determination of valuation of assets when current market values are not published and interest on funds to cover overdrafts. The Trustee shall have a lien on the Trust for compensation and for any reasonable expenses including counsel, appraisal, or accounting fees, and these may be withdrawn from the Trust as and when viewed and payable, or if Agency has elected to pay expenses of the Trust, may be withdrawn from the Trust unless paid by the Agency within thirty days after mailing of the written billing by the Trustee. (b) Reasonable counsel fees, reasonable costs, expenses, and charges of the Trustee incurred or made in the performance of its duties, including but not limited to expenses relating to investment of the Trust such as broker's commissions, stamp taxes, and similar items and all taxes of any and all kinds that may be levied or assessed under existing or future laws upon or in respect to the Trust or the income thereof shall be paid from the Trust Assets, unless paid by the Agency. 10.3 Third Parties. (a) No person dealing with the Trustee shall be required to follow the application of purchase money paid or money loaned to the Trustee or inquire as to whether the Trustee has complied with the requirements hereof. (b) In any judicial or administrative proceedings, only the Agency and the Trustee shall be necessary parties and no Participant or other person having or claiming any interest in the Trust shall be entitled to any notice or service of process (except as required by law). Any judgment, decision or award entered in any such proceeding or action shall be conclusive upon all interested persons. 10.4 Successor Agency. If any successor to an Agency continues the Plan adopted by the Agency, such successor shall concurrently become a successor first party to this Trust Agreement by giving written notice of its adoption of the Plan and this Trust Agreement to the Trustee by duly authorized persons; such successor Agency shall become a signatory to this Trust Agreement upon its written notice to Trustee of the Successor's adoption hereof. 10.5 Relation to Plan. All words and phrases used herein shall have the same meanings as in the Plan, and this Trust Agreement and the Plan shall be read and construed together. Whenever the 19 55C-37 Plan provides that the Trustee shall act as therein prescribed, the Trustee shall be and is hereby authorized and empowered to do so for all purposes as fully as though specifically so provided herein or so directed by the Plan Administrator. The Trustee shall furnish the Agency with copies of the Trust Agreement and all amendments thereto. 10.6 Use of Trust Funds. Except as provided in Section 9.2 and 9.3, under no circumstances shall any part of the Trust be recoverable by the Agency from the Trustee or from any Participant or former Participant, his or her Beneficiaries, or any other person or be used for or diverted to purposes other than for the exclusive purposes of providing benefits to Participants and their Beneficiaries, provided, however, that: (a) An Agency's excess contribution may be returned to such Agency in accordance with the provisions of the Plan, and (b) The portion, if any, of the Trust attributable to an Agency not required for the satisfaction of all liabilities to Participants and their Beneficiaries shall, upon such Agency's termination of the Plan, revert to such Agency. 10.7 Location of Trust Fund Assets. Except as authorized by applicable state or federal laws or regulations, the indicia of ownership of any assets of the Trust and Plan shall not Le maintained outside the jurisdiction of the District Courts of the United States. 10.8 Arbitration of Disputes. Any dispute under this Agreement shall be resolved by submission of the issue to a member of the American Arbitration Association who is chosen by the Agency and the Trustee. If the Agency and the Trustee cannot agree on such a choice, each shall nominate a member of the American Arbitration Association, and the two nominees will then select an arbitrator. Expenses of the arbitration shall be paid as decided by the arbitrator. Venue and jurisdation shall be in the State of California, County of Orange. 10.9 Partial Invalidity. If any provision of this Trust Agreement is held to be invalid or unenforceable for any reason, this Agreement shall be construed and enforced as if such provisions had not been included and such illegality or invalidity shall not affect the remaining portions of this Trust Agreement, unless such invalidity prevents accomplishment of the objectives and purposes of this Trust Agreement and the Plan. In the event of any such holding, the parties will immediately amend this Trust Agreement as necessary to remedy any such defect. 10.10 Construction. This Trust Agreement shall be constructed, administered and enforced according to the Internal Revenue Code and where state law is applicable, under applicable Statutes and laws of the State of California applied fairly and equitably in accordance with the purposes of the Plan. ***Signature Page Follows*** 20 55C-38 ADOPTION Executed this day of , 201 City of Santa Ana, Sponsor of. PARS Benefit Trust FBO City of Santa Ana PARS 3121 Part- Time Social Security Alternative Retirement Plan Effective December 19, 2011. By: (Signature) Executive Director of Finance and Management Services (typed or printed name) (title) UNION BANK, N.A. TRUSTEE Accepted this _ day of 120 Accepted this _ day of , 20 By: By: (Signature) (Signature) (typed or printed name) (typed or printed name) (title) (title) PUBLIC AGENCY RETIREMENT SERVICES TRUST ADMINISTRATOR Accepted this _ day of -,20-. By: (Signature) (typed or printed name) (title) 21 55C-39 i 55C-40 THE CITY OF SANTA ANA PUBLIC AGENCY RETIREMENT SYSTEM 3121 PART-TIME SOCIAL SECURITY ALTERNATIVE RETIREMENT PLAN Amended and Restated Effective December 19, 2011 Exhibit .4 NB 1:564577.3 55C-41 INTRODUCTION The City of Santa Ana (the "Employer") has adopted this deferred compensation plan for the benefit of its eligible employees. This document is a full amendment and restatement of the City of Santa Ana 3121 Part-Time Seasonal Temporary Deferred Compensation Plan adopted effective January 1, 1992. It is intended that this plan and the trust established to hold the assets of the plan shall be an eligible deferred compensation plan under Section 457 of the Internal Revenue Code of 1986, together with any amendments thereto (the "Code"). It is further intended that the plan shall meet all of the requirements of a government alternative retirement system under Code Section 3121(b)(7)(F). It is also intended that this plan and the trust established hereunder shall meet the requirements of a pension trust under California Government Code sections 53215 - 53224, or their successor sections. At any time prior to the satisfaction of all liabilities with respect to participants and their beneficiaries under the trust created pursuant to this plan, the trust assets shall not be used for, or diverted to, purposes other than the exclusive benefit of participants or their beneficiaries, as prescribed in Section 457(g)(1) of the Code. NB 1:564577.3 1 55C-42 ARTICLE I PARTICIPATION 1.1 Eligibility for Benefits. An Eligible Employee shall become a Participant on the first day the Employee is not accruing a benefit under another Retirement System provided by the Employer. 1.2 Participation. Participation of a Participant shall commence as of the date specified in Section 1.1 and shall continue during the Participant's employment with the Employer and until the occurrence of a Break in Employment or until the Participant is no longer an Eligible Employee or commences benefit accruals under another Retirement System provided by the Employer. An Employee who becomes an Eligible Employee while on an Approved Absence shall not become a Participant until the end of his or her Approved Absence; but a Participant who is on Approved Absence shall continue as a Participant during the period of his or her Approved Absence. 1.3 Reemployment as an Eligible Employee. An Eligible Employee who has become a Participant in accordance with Section 1. 1, but who ceases to be a Participant in accordance with Section 1.2, will again become a Participant immediately upon meeting the requirements of Section 1.1. 1.4 Qualified Military Service. Notwithstanding any provision of the Plan to the contrary, contributions, benefits, and service credit with respect to qualified military service will be provided in accordance with Section 414(u) of the Code. In the case of a Participant who dies while performing qualified military service, the survivors of the Participant are entitled to any NB 1:564577.3 2 55C-43 additional benefits (other than benefit accruals relating to the period of qualified military service) provided under the Plan had the Participant resumed and then terminated employment on account of death. 1.5 Designation of Beneficiary. (a) Each Participant shall designate in writing the Beneficiary or Beneficiaries whom such Participant desires to receive the benefits (if any) that are payable under this Plan in the event of the Participant's death. Such designation must be evidences by a written instrument filed with the Employer, on a form prescribed by the Employer, and signed by the Participant. (b) Except as set forth in subsection (c), the Beneficiary of a married Participant shall be the Participant's spouse at the date of death, unless the written consent of such spouse is provided upon a form acceptable to the Employer. If no valid designation of Beneficiary, along with a valid spousal consent, is on file with the Employer at the time of the death of the Participant, or if for any reason at the sole discretion of the Employer, such designation is defective, then (except as set forth in subsection (c)) the spouse of such Participant shall be conclusively deemed to be the Beneficiary designated to receive such benefit. (c) The spousal consent required under subsection (b) shall not be required if Participant declares in writing that one of the following conditions exists: (i) The Participant is not married; (ii) The Participant does not know, and has taken all reasonable steps to determine, the whereabouts of the spouse; (iii) The spouse is incapable of executing the acknowledgment because of an incapacitating mental or physical condition; N131:564577.3 3 55C-44 (iv) The Participant and spouse have executed a marriage settlement agreement that makes the community property laws inapplicable to the marriage; or (v) The current spouse has no identifiable community property interest in the benefits. (d) Upon the Employer being provided with written notice of the dissolution of marriage of a Participant, any earlier designation of the Participant's former spouse as a Beneficiary shall be treated as though the Participant's former spouse had predeceased the Participant, unless prior to payment of benefits on behalf of the Participant (i) the Participant executes and delivers another Beneficiary designation that complies with this Section 1.5 and that clearly names such former spouse as a Beneficiary, or (ii) there is delivered to the Plan a domestic relations order providing that the former spouse is to be treated as the Beneficiary. In any case in which the Participant's former spouse is treated under the Participant's Beneficiary designation as having predeceased the Participant, no heirs or other beneficiaries of the former spouse shall receive benefits from the Plan as a Beneficiary of the Participant except as provided otherwise in the Participant's Beneficiary designation. i i (e) For purposes of this Section 1.5 only: (1) all references to 'marriage' shall also include 'registered domestic partnerships,' (2) individuals in a 'registered domestic partnership' shall be considered `married,' and (3) all references to a 'spouse' shall also include a `registered domestic partner.' A `registered domestic partner' and a `registered domestic partnership' refers to persons and partnerships satisfying the requirements of the California Family Code and officially registered as of the date of death with the NB 15645773 4 55C-45 Secretary of State as such in accordance with Section 298.5 of the California Family Code. I NB 1564577.3 5 55C-46 ARTICLE II CONTRIBUTIONS 2.1 Employer Contributions. For each day that an Eligible Employee remains a Participant under this Plan, the Employer shall contribute three and seventy-five hundredths percent (3.75%) of his or her Compensation to his or her Account. The Employer shall contribute such amounts to the Trust at such times as are determined by the Employer in its discretion, but no less frequently than annually. 2.2 Employee Contributions. For each day that an Eligible Employee remains a Participant under this Plan, the Employee shall contribute three and seventy-five hundredths percent (3.75%) of his or i her Compensation to his or her Account. Such contributions shall be pre-tax contributions accomplished by means of compensation reduction and shall be credited to his or her Account. The Employee shall contribute such amounts to the Trust at such times as are determined by the Employer in its discretion, but no less frequently than annually. 2.3 Limitations on Contributions. (a) Normal Limitation. Except as provided in Subsection (b) below, the maximum amount which may be contributed on behalf of a Participant for any taxable year of the Participant (the "Normal Limitation") shall not exceed the lesser of (i) the Applicable Dollar Amount or (ii) one hundred percent (100%) of the Participant's Compensation. (b) Catch-Up Limitation. For each of a Participant's last three (3) taxable years ending before the Participant attains Normal Retirement Age, the maximum amount NB 1:564577.3 6 55C-47 which may be contributed on behalf of that Participant for that taxable year (the "Catch- Up Limitation") shall be the lesser of (i) twice the Applicable Dollar Amount or (ii) the amount determined under the immediately following sentence. The amount referred to in Section 2.3(b)(ii) is the sum of (i) the Normal Limitation for the taxable year as determined under Subsection (a) above, plus (ii) so much of the Normal Limitation for prior taxable years in which the Participant was eligible to participate under the Plan, beginning after 1978, as has not been previously used for contributions under Subsection (a) or this Subsection (b). The Catch-Up Limitation is available to a Participant during one three-year period only. If the Participant uses the Catch-Up Limitation and then postpones retirement or returns to work after retirement, the Catch-Up Limitation shall not be available again. The provisions of this Subsection (b) shall be interpreted and administered in accordance with Regulations issued under Code Section 457 including, without limitation, special rules concerning application of the coordination limits in effect under Code Section 457 (c)(2) prior to 2002 for purposes of determining the amounts referred to in Section 2.3(b)(ii) for years prior to 2002. 2.4 No Other Contributions. No contributions other than as provided in Section 2.1 and Section 2.2 shall be made to this Plan. This Plan shall not accept rollover contributions or transfers from other plans. 2.5 Coordination With Other Plans. If a Participant participates in more than one eligible deferred compensation plan (as defined in Section 457(b) of the Code) other than a plan that is a qualified governmental excess benefit arrangement (as defined in Section 415(m)(3) of the Code), NB 1564577.3 7 55C-48 the maximum deferral under all such eligible deferred compensation plans shall not exceed the Normal Limitation described in Section 2.3(a) (as modified by any adjustment provided under Section 2.3(b)). The Employer shall distribute the amount of a Participant's deferral in excess of the distribution limitations stated in Section 2.3, together with allocable net income, as soon as administratively practicable after the Plan determines that the amount is an excess deferral. For purposes of determining whether there is an excess deferral under Section 2.3, all plans under which a Participant participates as a result of his employment with the Employer shall be treated as a single plan. NB 1:5645773 8 55C-49 ARTICLE III VESTING 3.1 Vesting. Each Participant is one hundred percent (100%) vested in their respective Accounts at all times. NB 1:564577.3 9 .55C-50 ARTICLE IV DISTRIBUTIONS 4.1 Distribution of Benefits. (a) Benefits shall become distributable to a Participant (or the Participant's Beneficiary in case of the Participant's death) upon the Participant's Break in Employment. The amount of the benefits distributable to a Participant shall be the vested amount credited to such Participant's Account as of the most recent Valuation Date. Notwithstanding any other provision of this Plan, all distributions shall be in the form of a single cash lump sum paid as soon as administratively practicable after the date benefits become distributable. (b) In the event of the death of a Participant prior to distribution, distribution of the Participant's vested Account shall be made to his or her Beneficiary in a cash lump sum as soon as practicable after the Participant's death, but in no event later than the last day of the calendar year following the calendar year in which the death occurs. (c) This Plan is subject to the minimum distribution requirements contained in Code Section 457(d)(2) and 401(a)(9) and the regulations thereunder. These requirements are set forth in Appendix A of this Plan. 4.2 In Service Distributions In accordance with Section 457(e)(9)(A), a Participant who is no longer eligible to participate because he is no longer in the class of Eligible Employees, but who has not terminated employment with the Employer, shall be eligible for a limited in-service distribution if (i) the Participant's benefit is not more than five thousand dollars ($5,000.00), (ii) no amount has been deferred under this Plan for the Participant during NB 1564577.3 10 55C-51 the two (2) year period ending on the date of the distribution, and (iii) there has been no previous distribution to the Participant from this Plan under this Section 4.2. 4.3 Qualified Domestic Relations Order. (a) Subject to procedures established by the Employer, benefits may be paid from the balance of a Participant's Account in accordance with a Qualified Domestic Relations Order. This Section 4.3 is included in the Plan to comply with Section 414(p) of the Code, the regulations thereunder, and such regulations as the Secretary of the Treasury may publish under Code Sections 414(p)(11) and 414(p)(12). (b) Procedure. (i) Upon receipt of a Qualified Domestic Relations Order, the Employer will establish an Account for the benefit of the Alternate Payee specified in such order. The Employer will then transfer balances in accordance with the terms of such order from the Participant's Account to the Alternate Payee's Account. The Alternate Payee's Account, except as otherwise provided herein, will remain subject to all the rules of the Plan. (ii) An Alternate Payee under a Qualified Domestic Relations Order may designate the investment vehicles in which the balances in the Alternate Payee's Account will be invested, limited to the investment alternatives provided by the Plan. (iii) An Alternate Payee under a Qualified Domestic Relations Order may designate beneficiaries to receive any amount to which the Alternate Payee may be entitled to receive in the event of death. (iv) All amounts credited to an Alternate Payee's Account will be payable to the Alternate Payee or the Alternate Payee's beneficiary in accordance NB 1: 564577, 3 11 55C-52 with the terms of this Plan and the Qualified Domestic Relations Order. Such an order may provide for payment to the Alternate Payee prior to the Participant's Break in Employment. 4.4 Direct Rollovers. (a) Availability. Notwithstanding any provision of the Plan to the contrary that would otherwise limit a distributee's election under this Plan, a distributee may elect, at the time and in the manner prescribed by the Employer, to have any portion of an Eligible Rollover Distribution paid directly to an Eligible Retirement Plan specified by the distributee in a Direct Rollover. (b) Definitions. For purposes of this Section 4.4, the following terms shall have the meanings set forth below. (i) Eligible Rollover Distribution. An Eligible Rollover Distribution is any distribution of all or any portion of the balance to the credit of the distributee, except that an Eligible Rollover Distribution does not include: any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the distributee or the joint lives (or joint life expectancies) of the distributee and the distributee's designated beneficiary, or for a specified period of ten years or more; any distribution to the extent such distribution is required under Section 401(a)(9) of the Code, any hardship distribution, and the portion of any distribution that is not includible in gross income. (ii) Eligible Retirement Plan. An Eligible Retirement Plan is an individual retirement account described in Section 408(a) of the Code, an individual retirement annuity described in Section 408(b) of the Code, a qualified NB 1:5645773 12 55C-53 trust described in Section 401(a) of the Code, an annuity plan described in Section 403(a) of the Code, an eligible deferred compensation plan described in Section 457(b) of the Code which is maintained by an eligible employer described in Section 457(e)(1)(A) of the Code, or an annuity contract described in Section 403(b) that accepts the distributee's Eligible Rollover Distribution. With respect to Eligible Rollover Distributions made on or after January 1, 2008, "Eligible Retirement Plan" shall also include a Roth IRA as described in Section 408A(b) of the Code, provided that the distributee is not restricted from making such a rollover from the Plan to a Roth IRA pursuant to Section 408A(c) of the Code. A distributee includes an Employee or former Employee. In addition, the Employee's or former Employee's surviving spouse and the Employee's or former Employee's spouse or former spouse who is the Alternate Payee under a Qualified Domestic Relations Order, as defined in Section 414(p) of the Code, are distributees with regard to the interest of the spouse or former spouse. In addition, a Beneficiary other than an individual described in the preceding sentence is a distributee with regard to the interest of the Participant, subject to the limitation that an Eligible Retirement Plan with respect to such distributee is an individual retirement account or individual retirement annuity that will be treated as an inherited individual retirement account or annuity under Section 402(c)(11) of the Code. (iii) Direct Rollover. A Direct Rollover is a payment by the Plan to the Eligible Retirement Plan specified by the distributee. NB 1:564577,3 13 55C-54 4.5 Purchase of Service Credit. If a Participant is also a participant in a defined benefit governmental plan (as defined in Code Section 414(d)), such Participant may request that the Employer transfer amounts from his or her Account for (a) the purchase of permissive service credit (as defined in Code Section 415(n)(3)(A)) under such plan, or (b) a repayment to which Code Section 415 does not apply by reason of Code Section 415(k)(3). Such transfer requests shall be granted in the sole discretion of the Employer, and if granted, shall be made directly to the defined benefit governmental plan. i NB 15645773 14 55C-55 ARTICLE V ADMINISTRATION, AMENDMENT AND TERMINATION 5.1 Rules and Regulations. The Employer has full discretionary authority to supervise and control the operation of this Plan in accordance with its terms and may make rules and regulations for the administration of this Plan that are not inconsistent with the terms and provisions hereof. The Employer shall in its discretion determine any questions arising in connection with the interpretation, application or administration of the Plan (including any question of fact) and its decisions or actions in respect thereof shall be conclusive and binding upon all persons and parties. The Employer shall have all discretionary powers necessary to accomplish its purposes, including, but not by way of limitation, the following: (a) To determine all questions relating to an Employee's eligibility; (b) To construe and interpret the terms and provisions of the Plan and to determine any question of fact; (c) To compute, certify to, and direct the Trustee with regard to the amount and kind of benefits payable to the Participants and their Beneficiaries; (d) To authorize all disbursements by the Trustee from the Trust; (e) To maintain all records that may be necessary for the administration of the Plan other than those maintained by the Trustee; and (f) To appoint a plan administrator or any other agent, and to delegate to them or to the Trustee such powers and duties in connection with the administration of the Plan as it may from time to time prescribe, and to designate each such administrator or agent as a fiduciary with regard to matters delegated to him. NB 1:5645773 15 55C-56 With respect to management and control of investments, the Employer shall have the power to direct the Trustee in writing with respect to the investment of the Trust assets or any part thereof. Expenses and fees in connection with the administration of the Plan and the Trust shall be paid from the Trust assets to the fullest extent permitted by law, unless the Employer determines otherwise. In accordance with Section 53217 of the California Government Code, the Employer may elect to make contributions to the Trust sufficient to defray the expenses of administering the Plan or may pay such expenses directly. 5.2 Amendment and Termination. The Employer shall have the right to amend, modify or terminate this Plan at any time. The Employer shall not be liable for the payment of any benefits under this Plan and all benefits hereunder shall be payable solely from the assets of the Trust. i NB 1:564577.3 16 55C-57 ARTICLE VI MISCELLANEOUS 6.1 Participant's Right Not Subiect to Execution. The right of a Participant to a benefit under this Plan is not assignable and is not subject to execution or any other process whatsoever, except to the extent permitted by the Code of Civil Procedure and the Family Code of the State of California. Any payment hereunder required under the California Family Code to a person other than the Participant must not alter the form or amount of benefits hereunder except to the extent provided in a Qualified Domestic Relations Order (as defined in Code Section 414(p)) prior to the Participant's Break in Employment. 6.2 Investment. All contributions, interest earned, and any assets of the Plan shall at all times be invested and managed in accordance with the requirements of the California Government Code. 6.3 Valuation. The value of the Trust under the Plan shall be established periodically as determined by the Employer in its discretion (but no less frequently than annually) and investment gains and losses thereon shall be allocated to the Participants' Accounts. Notwithstanding anything to the contrary herein, if the Employer determines that Accounts should be valued on a more frequent basis or that an alternative method of allocating earnings and losses would better serve the interests of the Participants or their Beneficiaries or could more readily be implemented, the Employer may make such changes; provided that any alternative method must result in Plan earnings being allocated on the general basis of Account balances. NB 1564577.3 17 55C-58 6.4 Unclaimed Benefits. Each Participant and Beneficiary of a deceased Participant shall file with the Employer from time to time in writing, his or her home address and each change of home address. Any communication addressed to the Participant or the Beneficiary at his or her last home address filed with the Employer, or if no such address was filed, then at his or her last home address as shown on the Employer's records, shall be binding on the Participant or Beneficiary for all purposes of the Plan. The Employer shall not be obligated to search for or ascertain the whereabouts of any Participant or Beneficiary, and the Participant's Account balance shall be subject to the abandoned property law of the applicable jurisdiction. NB 1.564577.3 18 55C-59 ARTICLE VII DEFINITIONS 7.1 Definitions. "Account" means the account maintained by the Employer for each Participant that is credited with the amounts provided herein. "Alternate Payee" means any spouse, former spouse, child or other dependent of a Participant who is recognized by a Domestic Relations Order (as defined under "Qualified Domestic Relations Order" below) as having a right to receive all, or a portion of, the benefits payable under this Plan with respect to such Participant. "Amended Effective Date" means December 19, 2011. "Applicable Dollar Amount" means the "applicable dollar amount" as defined in Code Section 457(e)(15) (as adjusted from time-to-time as set forth in Code Section 457(e)(15)). "Approved Absence" means a leave of absence (without pay) granted to an Employee under the Employer's established leave policy. "Beneficiary" means the person, persons, trust or trusts designated by a Participant, or, in the absence of a designation, entitled by will or the laws of descent and distribution, to receive the benefit specified under this Plan if the Participant dies and means the Participant's executor or administrator if no other beneficiary is designated and able to act under the circumstances. "Break in Employment" means any termination of employment by reason of resignation, discharge, retirement, disability, death, or other event constituting a "severance from employment" as defined under Code Section 457(d)(1)(A)(ii). NB 1:564577.3 19 55C-60 "Code" means the Internal Revenue Code of 1986, as amended from time to time. "Compensation" means all compensation paid to a Participant that is attributable to services performed for the Employer and is includible in the Participant's gross income for the Plan Year. Notwithstanding the foregoing, Compensation shall have the meaning of "includible compensation" as defined in Code Section 457(e). "Effective Date" means January 1, 1992. "Eligible Employee" means all of those Employees of the Employer whose participation in this Plan is not prohibited or restricted by the provisions of a collective bargaining agreement or another plan or retirement system maintained by the Employer. Additionally, Employees who are exempt from coverage under Social Security by federal law or regulation shall not be Eligible Employees. "Employee" means an employee of the Employer. "Employer" means the City of Santa Ana that has adopted this Plan. "Normal Retirement Age" means the range of ages from 55 through and including 70 1/2 as designated by the Participant. Any Participant who works beyond age 70 1/2 may designate a Normal Retirement Age greater than 70 1/2; provided, however that Normal Retirement Age may not be later than the date or age at which the Participant terminates employment with the Employer. "Participant" means a Participant under Article I hereof. "Plan" means the City of Santa Ana Public Agency Retirement System 3121 Part-Time Social Security Alternative Retirement Plan. "Plan Year" means the consecutive twelve-month period beginning on July 1 and ending on June 30. NB 1:564577.3 20 55C-61 "Qualified Domestic Relations Order" means a Domestic Relations Order (as defined herein) which (a) creates or recognizes the existence of an Alternate Payee's right to, or assigns to an Alternate Payee the right to, receive all or a portion of the benefits payable to a Participant under this Plan; (b) clearly specifies (i) the name and the last known mailing address of the Participant and the name and mailing address of each Alternate Payee covered by the order, (ii) the amount or percentage of the Participant's benefits to be paid by this Plan to each such Alternate Payee, or the manner in which such amount or percentage is to be determined, (iii) the number of payments or period to which such order applies and (iv) that it applies to this Plan; and (c) does not (i) require this Plan to provide any type or form of benefit, or any option, not otherwise provided under the Plan, (ii) require this Plan to provide increased benefits (determined on the basis of actuarial value), or (iii) require the payment of benefits to an Alternate Payee which are required to be paid to another Alternate Payee under another order previously determined to be a Qualified Domestic Relations Order. For purposes of this Plan, a "Domestic Relations Order" means any judgment, decree, or order (including approval of a property settlement agreement) which (a) relates to the provisions of child support, alimony payments, or marital property rights to a spouse, former spouse, child, or other dependent of a Participant and (b) is made pursuant to a State domestic relations law (including a community property law). "Retirement System" means any plan that meets the requirements for a retirement system under Section 3121(b)(7)(F) of the Code and the final Regulations thereunder. "Social Security" means the Social Security program as set forth in Title 42 of the United States Code, section 301 et sea. NB 1:564577.3 21 55C-62 "Trust" means the trust established as part of the Public Agency Retirement Trust to hold the assets of the Plan. "Trustee" means the trustee of the Trust. "Valuation Date" means the last day of the Plan Year or such other day on which the assets of the Trust are valued and the value of each Participant's Account is determined. NB 1:564577.3 22 55C-63 ADOPTION OF THE CITY OF SANTA ANA PUBLIC AGENCY RETIREMENT SYSTEM 3121 PART-TIME SOCIAL SECURITY ALTERNATIVE RETIREMENT PLAN The City of Santa Ana Public Agency Retirement System 3121 Part-Time Social Security Alternative Retirement Plan is hereby adopted effective December 19, 2011. BY: TITLE: Executive Director of Finance & Manaeement Services DATE: 55C-64 APPENDIX A Minimum Distribution Requirements A.1 General Rules. (a) Effective Date. The provisions of this Appendix A will apply for purposes of determining required minimum distributions for calendar years beginning with the 2003 calendar year. (b) Precedence. The requirements of this Appendix A will take precedence over any inconsistent provisions of the Plan provided that this Appendix A shall not be considered to allow a Participant or Beneficiary to delay a distribution or elect an optional form of benefit not otherwise provided in the Plan. (c) Requirements of Treasury Regulations Incorporated. All distributions required under this Appendix A will be determined and made in accordance wirh the Treasury regulations under Section 401(a)(9) of the Internal Revenue Code. A.2 Time and Manner of Distribution. (a) Required Beginning Date. The Participant's entire interest will be distributed, or begin to be distributed, to the Participant no later than the Participant's Required Beginning Date. (b) Death of Participant Before Distributions Begin. If the Participant dies before distributions begin, the Participant's entire interest will be distributed, or begin to be distributed, no later than as follows: (1) If the Participant's surviving spouse is the Participant's sole Designated Beneficiary, then, except as provided elsewhere in this Appendix A, distributions to the surviving spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained age 70'/2, if later. (2) If the Participant's surviving spouse is not the Participant's sole Designated Beneficiary, then, except as provided elsewhere in this Appendix A, distributions to the Designated Beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died. (3) If there is no Designated Beneficiary as of September 30 of the year following the year of the Participant's death, the Participant's entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Participant's death. (4) If the Participant's surviving spouse is the Participant's sole Designated Beneficiary and the surviving spouse dies after the Participant but before NB 1564577.3 A-1 55C-65 distributions to the surviving spouse begin, this Section A.2(b), other than Section A.2(b)(1), will apply as if the surviving spouse were the Participant. For purposes of this Section A.2(b) and Section A.4, unless Section A.2(b)(4) applies, distributions are considered to begin on the Participant's Required Beginning Date. If Section A.2(b)(4) applies, distributions are considered to begin on the date distributions are required to begin to the surviving spouse under Section A.2(b)(1). (c) Forms of Distribution. Unless the Participant's interest is distributed in the form of a single sum on or before the Required Beginning Date, as of the first Distribution Calendar Year distributions will be made in accordance with Sections A.3 and A.4 of this Appendix A. A.3 Required Minimum Distributions During Participant's Lifetime. (a) Amount of Required Minimum Distribution For Each Distribution Calendar Year. During the Participant's lifetime, the minimum amount that will be distributed for each Distribution Calendar Year is the lesser of: (1) the quotient obtained by dividing the Participant's Account Balance by the distribution period in the Uniform Lifetime Table set forth in Section 1.401(a)(9)-9 of the Treasury regulations, using the Participant's agc as of the Participant's birthday in the Distribution Calendar Year; or (2) if the Participant's sole Designated Beneficiary for the Distribution Calendar Year is the Participant's spouse, the quotient obtained by dividing the Participant's Account Balance by the number in the Joint and Last Survivor Table set forth in Section 1.401(a)(9)-9 of the Treasury regulations, using the Participant's and spouse's attained ages as of the Participant's and spouse's birthdays in the Distribution Calendar Year. (b) Lifetime Required Minimum Distributions Continue Through Year of Participant's Death. Required minimum distributions will be determined under this Section A.3 beginning with the first Distribution Calendar Year and up to and including the Distribution Calendar Year that includes the Participant's date of death. AA Required Minimum Distributions After Participant's Death. (a) Death On or After Date Distributions Beain. (1) Participant Survived by Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is a Designated Beneficiary, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Participant's death is the quotient obtained by dividing the Participant's Account Balance by the longer of the remaining Life Expectancy of the Participant or the remaining Life N131 564577.3 A-2 55C-66 Expectancy of the Participant's Designated Beneficiary, determined as follows: (A) The Participant's remaining Life Expectancy is calculated using the age of the Participant in the year of death, reduced by one for each subsequent year. (B) If the Participant's surviving spouse is the Participant's sole Designated Beneficiary, the remaining Life Expectancy of the surviving spouse is calculated for each Distribution Calendar Year after the year of the Participant's death using the surviving spouse's age as of the spouse's birthday in that year. For Distribution Calendar Years after the year of the surviving spouse's death, the remaining Life Expectancy of the surviving spouse is calculated using the age of the surviving spouse as of the spouse's birthday in the calendar year of the spouse's death, reduced by one for each subsequent calendar year. (C) If the Participant's surviving spouse is not the Participant's sole Designated Beneficiary, the Designated Beneficiary's remaining Life Expectancy is calculated using the age of the beneficiary in the year following the year of the Participant's death, reduced by one for each subsequent year. (2) No Designated Beneficial. If the Participant dies on or after the date distributions begin and there is no Designated Beneficiary as of September 30 of the year after the year of the Participant's death, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Participant's death is the quotient obtained by dividing the Participant's Account Balance by the Participant's remaining Life Expectancy calculated using the age of the Participant in the year of death, reduced by one for each subsequent year. (b) Death Before Date Distributions Begin. (1) Participant Survived b Designated Beneficiary. Except as provided elsewhere in this Appendix A, if the Participant dies before the date distributions begin and there is a Designated Beneficiary, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Participant's death is the quotient obtained by dividing the Participant's Account Balance by the remaining Life Expectancy of the Participant's Designated Beneficiary, determined as provided in Section AA(a). (2) No Designated Beneficiary. If the Participant dies before the date distributions begin and there is no Designated Beneficiary as of September 30 of the year following the year of the Participant's death, distribution of the Participant's entire interest will be completed by December 31 of the calendar year containing the fifth anniversary of the Participant's death. NB 1:564577.3 A-3 55C-67 (3) Death of Surviving Spouse Before Distributions to Surviving Spouse Are Required to Begin. If the Participant dies before the date distributions begin, the Participant's surviving spouse is the Participant's sole Designated Beneficiary, and the surviving spouse dies before distributions are required to begin to the surviving spouse under Section A.2(b)(1), this Section AA(b) will apply as if the surviving spouse were the Participant. A.5 Definitions. For purposes of this Appendix A, the following terms shall have the meanings set forth below: (a) Designated Beneficiary. The individual who is designated as the beneficiary under Section 1.5 of the Plan is the designated beneficiary under Section 401(a)(9) of the Internal Revenue Code and Section 1.401(a)(9)-1, Q&A-4, of the Treasury regulations. (b) Distribution Calendar Year. A calendar year for which a minimum distribution is required. For distributions beginning before the Participant's death, the first distribution calendar year is the calendar year immediately preceding the calendar year which contains the Participant's Required Beginning Date. For distributions beginning after the Participant's death, the first distribution calendar year is the calendar year in which distributions are required to begin under Section A.2(b) The required minimum distribution for the participant's first distribution calendar year will be made on or before the Participant's Required Beginning Date. The required minimum distribution for other distribution calendar years, including the required minimum distribution for the distribution calendar year in which the Participant's Required Beginning Date occurs, will be made on or before December 31 of that distribution calendar year. (c) Life Expectancy. Life expectancy as computed by use of the Single Life Table in Section 1.401(a)(9)-9 of the Treasury regulations. (d) Participant's Account Balance. The account balance as of the last valuation date in the calendar year immediately preceding the Distribution Calendar Year (valuation calendar year) increased by the amount of any contributions made and allocated or forfeitures allocated to the account balance as of dates in the valuation calendar year after the valuation date and decreased by distributions made in the valuation calendar year after the valuation date. The account balance for the valuation calendar year includes any amounts rolled over or transferred to the Plan either in the valuation calendar year or in the distribution calendar year if distributed or transferred in the valuation calendar year. (e) Required Beginning Date. The Required Beginning Date means April 1 of the calendar year following the later of (a) the calendar year in which the Parti,Jpant attains age seventy and a half (70 '/2), or (b) the calendar year in which the Employee has a Break in Employment. NB 1:564577.3 A-4 55C-68 A.6 Effective Date of Plan Amendment for Section 401(a)(9) Final and Temporary Treasury Regulations. Appendix A applies for purposes of determining required minimum distributions for Distribution Calendar Years beginning with the 2003 calendar year. NB 1:564577.3 A_5 55C-69 TABLE OF CONTENTS Page Introduction 1 Article I Participation ........................................................................................................2 1.1 Eligibility for Benefits 2 1.2 Participation ................................................................................................2 1.3 Reemployment as an Eligible Employee 2 1.4 Qualified Military Service ..........................................................................2 1.5 Designation of Beneficiary 3 Article II Contributions 6 2.1 Employer Contributions 6 2.2 Employee Contributions 6 2.3 Limitations on Contributions 6 2.4 No Other Contributions 7 2.5 Coordination With Other Plans 7 Article III Vesting .............................................................................................................9 3.1 Vesting ........................................................................................................9 Article IV Distributions 10 4.1 Distribution of Benefits 10 4.2 In Service Distributions 10 4.3 Qualified Domestic Relations Order 11 4.4 Direct Rollovers 12 4.5 Purchase of Service Credit 14 Article V Administration, Amendment And Termination 15 5.1 Rules and Regulations 15 5.2 Amendment and Termination 16 Article VI Miscellaneous 17 6.1 Participant's Right Not Subject to Execution 17 6.2 Investment 17 6.3 Valuation 17 N131:564577.3 -1- 55C-70 TABLE OF CONTENTS (continued) Page 6.4 Unclaimed Benefits 18 Article VII Definitions 19 7.1 Definitions 19 Appendix A Minimum Distribution Requirements ......................................................A-1 NB 1:564577.3 -ii- 55C-71 An extra section break has been inserted above this paragraph. Do not delete this section break if you plan to add text after the Table of Contents/Authorities. Deleting this break will cause Table of Contents/Authorities headers and footers to appear on any pages following the Table of Contents/Authorities. NB 1:564577.3 A-1 55C-72 NB 1:564577.3 A-2 55C-73 55C-74 REQUEST FOR COUNCIL ACTION 1r CITY COUNCIL MEETING DATE: CLERK OF COUNCIL USE ONLY: DECEMBER 19, 2011 TITLE: APPROVED ? As Recommended PUBLIC HEARING: CONSIDER NEW CITY ? As Amended ? Ordinance on 1s` Reading COUNCIL WARD BOUNDARY LINES ? Ordinance on 2nd Reading ? Implementing Resolution ? Set Public Hearing For CONTINUED TO ; FILE NUMBER CITY MANAGER RECOMMENDED ACTION Adopt an ordinance changing the boundary lines of the City Council Wards. DISCUSSION Every 10 years, the City of Santa Ana reviews its City Council Ward boundaries to account for shifts and changes in the population. The reboundary process for City Council Wards is based on the population figures provided by the U.S. Census Bureau. The basic goal of the reboundary process as required by the City Charter is to redraw the Council Ward boundaries so that the wards are equal in population. According to the 2010 Census, Santa Ana's population is 324,528, a decrease of more than 13,400 residents from the 2000 Census, which indicated that Santa Ana had 337,977 residents. The population shifts within each ward are significant enough to require new boundary lines to be redrawn - the largest gap between Ward 4 with 47,941 residents and Ward 6 with 59,396, a difference of more than 12,000 residents, the average being 54,088. This proposed reboundary is categorically exempt from the California Environmental Quality Act ("CEQA") pursuant to Section 15320 - Class 20 (Changes in Organization of Local Agencies) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, since it involves a proposed reorganization of the City Council Wards and does not change the geographical area in which previously existing powers are exercised. What is Re-boundary and why do it? Re-boundary is the redrawing or adjusting of Ward lines to ensure that legislative representation is fair and balanced. It is done every ten years, after the census data is compiled, to account for population shifts and growth over the last decade. The purpose is to 75A-1 Public Hearing: Consider New City Council Ward Boundary Lines December 19, 2011 Page 2 of 4 bring Wards back into compliance with equal population representation. The number of Wards in the City are to remain the same. Re-boundary Standards When deciding upon a proposed map, the City Council must keep in mind certain standards in order to comply with the law. The following are mandatory for any proposed map: • The wards must be as nearly equal in population as may be (Elections Code § 21601). Exact equality of population is not required for the wards, but they should strive to create wards that have a total population deviation of no more than 10% between their most heavily populated ward and the least populated wards. Gaffney v. Cummings, 412 U.S. 772 (1973). • The City Council may also rely upon the following "traditional" re-boundary factors when deciding upon a map: • Cohesiveness, continuity, integrity, and compactness of territory (Elections Code § 21601) • Community of interest (Elections Code § 21601) • Finally, the following are additional criteria which are also acceptable to consider: • Traditional boundaries • Preservation of core of prior Wards Current and Proposed Map An Ad Hoc Committee comprised of Councilmembers Tinajero, Benavides, and Martinez reviewed the data and recommends approval of Proposed Map #2 that provides the most equity amongst each Ward. An initial proposal was prepared by the Committee and following feedback received from the community, a revised map was prepared and is being recommended for approval. Proposal #2 makes minor adjustments to the original proposal and maintains some of the original boundary lines while balancing the population even closer to average goal of 54,088. The attached Proposed Map #2 includes original boundary lines marked in red with the proposed ward boundaries in different colors; current and proposed population breakdown by Ward. A map depicting current and proposed Neighborhood Associations is included as an example of community of interest - the Committee made an effort to keep neighborhoods together as much as possible. The Clerk of the Council Office has not received any other proposals and only one email commenting on the matter that is included to this agenda report and made part of the record. Any other proposed maps or communication received by members of the public will be made available to the Council for consideration. 75A-2 Public Hearing: Consider New City Council Ward Boundary Lines December 19, 2011 Page 3 of 4 Charter Requirements As reference, the City's Charter specifically addresses Wards and boundary changes as follow: Sec. 101.1. - Wards of the city. Prior to the general election in 1988 the City Council shall divide the City into six (6) wards by ordinance according to the following formula: Each of the wards is to be as nearly equal in population as possible. The wards shall be composed of contiguous and compact territory and bounded by natural boundaries of street lines wherever possible. Any territory hereafter annexed to or consolidated with the City shall become a part of the ward to which it is most contiguous, pending any reboundary necessary to promote equality of population among the wards. (Ord. No. NS- 1316, 8-24-76, approved at election 11-2-76; Ord. No. NS-1521, 3-17-80, approved at election 6-3-80; Ord. No. NS-1864, 8-19-86, approved at election 11-4-86) Sec. 101.2. - Wards, boundary changes. Ward boundaries shall not be altered except as reasonably necessary to promote greater equality of population among the wards when such necessity is shown by the most recent federal decennial census, or by more current census data certified by the City Council as sufficiently reliable and detailed to serve as a basis for ward boundary alteration, or by annexation or consolidation of territory. Such boundary alteration shall be made only by ordinance adopted by affirmative vote of at least two-thirds (213) of the full membership of the City Council in accordance with section 101.4. Any such ordinance adopted within one hundred twenty (120) days immediately preceding any election of council members shall not become effective until the day following such election. (Ord. No. NS-1316, 8-24-76, approved at election 11-2-76) Sec. 101.3. - Reserved. Editor's note- Ord. No. NS-1521, adopted March 17, 1980, approved at election June 3, 1980, repealed § 101.3 relative to increasing the number of wards of the City from 7 to 9 whenever the census data described in § 101.3 disclosed a population of 240,000 people. Said section had previously been amended by Ord. No. NS-1316, adopted Aug. 24, 1976, approved at election Nov, 2, 1976. Sec. 101.4. - Same-Notice and public hearing. Before making any change, modification or realignment of ward boundaries or numbers of wards, the City Council shall pass a resolution declaring its intention to make such changes. Such resolution shall set forth a convenient day, hour and place when and where any persons having any interest therein, or any objection to the making thereof, may appear before the City Council and be heard thereon. The City Council shall direct the Clerk of the Council to give notice by publishing said resolution once a week for two (2) weeks in the official newspaper prior to the date set for hearing. Said hearing in the event of increasing the number of wards shall be held not less than sixty (60) days prior to the succeeding general municipal election. In any event, not less than thirty (30) days 75A-3 Public Hearing: Consider New City Council Ward Boundary Lines December 19, 2011 Page 4 of 4 prior to the general municipal election, publication shall be made by map diagram in the official newspaper showing the new boundary lines of each and every ward. FISCAL IMPACT There is no fiscal impact associated with this action. Maria D. Huizar, Clerk of the Council Attachment 1 - Ordinance adopting proposed new boundaries Attachment 2 - Recommended Ward Map (Proposal #2 with current and proposed ward information) Attachment 3 - Proposal #1 with current and proposed ward information Attachment 4 - Correspondence received 75A-4 ATTACHMENT 1 75A-5 75A-6 ORDINANCE NO. NS-XXXX AN ORDINANCE OF THE CITY OF SANTA ANA CHANGING AND ESTABLISHING THE BOUNDARY LINES OF THE WARDS OF THE CITY OF SANTA ANA, CALIFORNIA WHEREAS, heretofore, on December 5, 2011, the City Council by its Resolution 2011-087, declared its intention to change the boundary lines of the Wards in the City of Santa Ana, which said Resolution was regularly published as required by Section 101.4 of the Charter of the City of Santa Ana and gave notice of public hearing to be held on December 19, 2011; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES ORDAIN AS FOLLOWS: Section 1: That the boundaries of the wards of the City of Santa Ana are hereby changed and established as set forth on the map attached hereto and incorporated herein by reference as Exhibit 1. Section 2: That the Clerk of the Council shall cause a map diagram showing the new boundary lines of each and every ward to be published in the Orange County Register not less than thirty (30) days prior to the general municipal election. ADOPTED this day of , 2011 Miguel A. Pulido Mayor APPROVED AS TO FORM: By: Melissa Crosthwaite Deputy City Attorney 75A-7 AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify that the attached Ordinance No. NS-XXX to be the original ordinance adopted by the City Council of the City of Santa Ana on , and that said ordinance was published in accordance with the Charter of the City of Santa Ana. Date: Clerk of the Council City of Santa Ana 75A-8 4'AV LA VETA AV J J ry w GARDEN GROVE BLVD O ¢ FAIRHAVEN AV y F Q SANTA CLARA AV w J w p 0 3 ¢ u O U) u Of //17 ST m m > W T N TER jk.Y 97TH ST ¢ z N WA HING. ON V ¢ c~ z HAZARD A O CIVIC C LATER DR n F x 3 H Z o SANTA ANA BLVD co m 1ST ST 1 ST ST p 1ST ST 0 J m V. CHESTNUTAV w 2 c~n vwLurs ST 3 p > O a ¢ MC FADDE AV a LL m a z °z H- MC FADDEN AV J EDINGER AV O EDINGER AV m ~ 4 } EDINGER AV 3 O z 5 a m 1 WARNER AV F WARNER AV ~q n Jo ~tiFp SEGERSTROM AV EE DYER RD Oy DO n F~~L P, z MACARTH BLVD OL AV ~o 9~'T ~G ~e DLO City of Santa Ana Proposed Ward Redistricting N 0.0 0.5 1.0 1.5 Miles 75A-9 75A-10 ATTACHMENT 2 75A-7 1 Proposal 2 December 13, 2011 75A-12 N A VETA AV W GARDEN GROVE BLVD O 3 FAIRHAVEN AV F T(n SANTA CLARA AV W R J p 0 3 ¢ LL U O m LL W m W T I TER AV 17TH ST ST a zz WA INGTO V a o z F a CIVIC C NTER DR D O D x SANTA ANA BLV F- z 1ST ST ST ST p 1ST ST J ED F Y U Of w _ W f ¢ Q MC FADDE AV ¢ m °z Ir 0 cn MC FADDEN AV EDINGER AV O F- EDINGER AV } EDINGER AV F- o F- p O w o z W NER AV Un WARNER AV J > p O m SEGERSTROM AV k m qL m DYER RD Oy ~~q PJ L ¢ MACARTHUR BLVD F AV q0 q~T tiG ~e DLO Current Ward Boundaries Proposed Ward 1 City of Santa Ana Proposed Ward 2 Proposed Ward 3 Proposed Wards & Proposed Ward 4 Proposed Ward 5 Proposed Ward 6 Current Wards 0.0 0.5 1.0 1.5 Miles 75A-13 75A-14 CITY MAP CURRENT AND PROPOSED v h WARD POPULATION + 4 r t .7 1' ff F 'F ^fKyi ~ 1 ~ w~ rope" r m~~~~BIG~~_CJ' ORAHGF COUI:IY 1~ 5!AI Of _ GO VE[NMFNi T pi l ~ T H E G O L D E N C I T Y S ~ FOUNDED 1169 3 IF , ? ; d S C"RI t Yr !Tr T Y Y p a p a~ ks i v i J~y 75A-15 I iF•wr~ o Odom I CL co • oc 'i O.w g3. k~ O r/ 23 m N • .s CO Q Ol 'M -6, ol J # Co 0 Ln d i d Y _ N O J N H m 0 t ! T ut aaa M o c~ O o oJZ t O V Q1 -1 Z 4-J N-P! m -ae 'J Q'x 9. x 3a9L ma ~hMOa~ v° ° " i ~ 00 • ~ x g E,~~ a~ a n c c J • e m eJ fa a°mc~ Ro t •l• CL e•~.. a•r•,+ r pc F,,,. q .y ..-a c.c,c r'~it'1 VI o - IL .0 m 3 a a a rn ° o °c4 o cc W ~ ° a c c c 3 a a a' r k 4-J rni rn E ur8 : _e - ~n - IDL IL H47-- Co a m ° c.. 1 W 1 O-j is o T° { _ n, r O vii ® N~ %0 a G C L ( C. ? . a~ d-J Q U m m m a -j z i °r ° c c c - p . m c ''T_ 4y_ ° U o m~~ as O c a 0. - N H 00 a ° aoJZ e`~ ey.ea o~ Q o ro _ - Moa 11'°fl A• 75A-16 ! o t o I o t o o n o lao nm~v u~!r~; 1 O,'cD OI N. aj O~tD~ V m cD co Q n n n M lD :_Ol a m ~ m .-I m .-I ~ y V N n In N tD Z O 0o a c Q =o a m a n m cn U N V1 m m r, V C V N 00 H M al C d ~ L 0 VINIco M. ~ BI N MIlh~O N N m_^._y `o o m m o m v Do n N ono n v lD In Lo n N N O In M O 17 n N ~ '-1 N r.L Oa a tV V N R C O w a H CL L cc ti n .-I n n V N Q ~j O N N m O N 01 N tD N n N {p 7 N N' N' N N c d U ~ U CiI C N •V C Q N u I o o i~ c. o ~ _ R a !O ~ n [Y oc) to o7i rnI I I m oa o ~ v o v r~~!cD ni ''D~m N~IN1I^ vl O 9) 6 o y v aolrn a i I O F y m a) o rn m o lo n n m m W m d O N to 00 n M '-I a V N lD n 1I1 t •O O. m m V V m C O O R " a a C Y t N v ` a m ~ Lf) N C n n O m -,t n CO C M 01 tD 00 to t V = t w I No m nO o m N oo m Loo ` _ 7 V o0 m-Z* b m 3 U v v m v v m U co co Io \ \ \ c \ r- cn vin con p C3 (D V mIV N' Ia N d N l O n O~ n N d m N 04 N y oo l!1 lD n al M N M N O in n mtLr m N O O M V V V Cl) m o CO G w Lo M I M Zo N O m N m to m ~IIa a ° a If. csl i Q C n Q i O O V N M N n~ n I lD a7 61M ` N LD lD N N M V1 0 Nal c'V M Q OENN n lDl W 0 7 N r-i n V~ I 75A-17 k O 7 O' O' ~ OO O O~ OO~ io 40 ,0 0 0 !o . 0 0 0 ~o ~o 0 I O f 0 f~ MEN ' UJ O M O OO I~ of ch,vf I~ O M o;r~ ;co o co co C) r- I ! V N ! i N ~ N ~ 0 o To X 0 0 0 0 0 0° 0 0 d n O V c0 V d 0 (D IT IT m V) 0 U) M N O O 0 N CD 'IT CO CO Q co V' N O V) L a 0 0 co 0 a 0 O d O a` aL m ~ a+ N L 0 0 0 0 o t..1 0 0 0 0 0 C o 0 0 0 0 0 = C o 0 0 0 0 0 : d h I~ 't7 N O) (0 V y U) M O 0p N i W N U) M O f- m i N O . N r1~ ; o Lo V Ni LO x 0 7 0 0 OIO O U I iNl !r U i ! O O O O O O O O O O O (M0 f 0 N 0 W N N (D a) j M Ch f' S LO CO co O N to V ~ h N (o ~I M, co I ~ i -o o h o ..o \ ~_o -o -o _o 0 0 0 0 0 i+ ! O N co co U) O V d O) (V V O N ~p V 0 v 1~ O O U) O 00 CO U) N M r 00 Q y cn p W M LO r- M M O O O r O R w c i I Y co O 2I C 0 0 0 o C co o O o Q a ! N tn: U) 00 C0 00 V d iM`O rnlN1U) O T yL. M { N (0 - CI r ` c0' U) ~ M F I r' N d m ! O (0IN INI V' fl- 7 C) C) r Ojr~r I o CO M co !O CO LO U E C I I ~ I I ~ E d t L L U 000(0'00i_0000ioo o (00 v Z2,I z 911 Q W ONO N Mid m ! V M (O i V 1 N j r, N N^ i N r a l0 0 0 ~0 0 I~ ,a 0 ~0 0 0~0~0_ (0 CD 1- 0) M r- co LO C) M : O;M.W CO CO V U) O O co iOO rl- co Ico o C co co (o (o l (D (o E O. Lo r co o I w N n a r aL a ~ O, 'Hg a J Q 0 0 0 o n 0 0 0 0 0 Q~ C 0 0 0 o o o ~ C o 0 0 0 0 ~o ol d V V 0)~I~~UJ Or y r- IOpLO M Q! U7 N Ofl~l O) MI ` U'1 V' : COfO~OO I" 7 U) M O (V ``(0 W 7 U') CV M M { 00 Lo U r~lr U )r ; IN 75A-18 Y` S K E ~1 ~ d .rY t axp 3 r s ~;'~'`k~ k ~ j t { ~ k tigN'~ CITY MAP CURRENT AND PROPOSED WARD RE-BOUNDARY LINES h Y A 5~ k S 4 4 z r 1a r .',j { S ~ ICI "S i'i Y\ ll T~~ r OEANGE COUNTY ;Y' T OF OOif TNMFNt T H E C I D E N C I T Y EO VN DED 1469 1 F ~1 i r4~ t a 1 I 75A-19 City of Santa Ana Ward Map Adopted March 2,1992 r~ lA VETA AV J GARDEN GROVE BLVD ~ Z FAIRHAVEN AV ii ~ F• ti ¢ SANTA CLARA AV w ~ 03~ LL W STMINSTER AV m 17TH ST m 4 17TH ST W HINGTO V 0 N 'f 2 w A % CIVIC C NTER DR o F- z SANTA ANA BLVD rn m 1ST T 1ST ST o iSTST J Q H U m y N w z N w F> MC FADDE AV r LL ~ LL m o "L7 k Q 4 r ~ 3 N rec FADDera Av ED114GER AV N / EDINGER AV } EDINGER AV a a z C3 M. 0 Q i s g W RNER AV ~f- m WARNER AV 1IN-- O SEGERSTROM AV a m DYER RD O 9L tF vl'i qqL F,' 0 gfTO ~~O MACARTHUR BLVD r L SUNFLOWER AV c9 R~ G,P ~fL O 75A-20 q LA VETA AV w ¢ a GARDEN GROVE BLVD c7 MEMO C0 3 FAIRHAVEN AV H. ~ ~ f- H > SANTA CLARA AV w O 3 ° J 0 LL V O u W T I TE V 17TH ST m m > 17TH ST ° z N WA HING ON V a C7 Z HAZARD A O CIVIC C NTER DR L W ° z J SANTA ANA BLVD n m 1ST ST 1ST ST ° 1ST ST x O r U m T Q CHESTNUT AV Of (D W 2 y WILLRS ST a • ) J a L Q a MC FADDE AV a i °z lay ~ m o a z (D F- ° MC FADDEN AV EDINGER AV O w U N EDINGERAV } EDINGER AV a U) w 0 Q~z ~ /SEG WARNER AV fA WARNER AV -ROM V DYER RD w 3 MACARTH BLVD `LL Ol AV 9c yG lL O City of Santa Ana Proposed Ward Redistricting N 0.0 0.5 1.0 1.5 Miles 75A-21 75A-22 i 1. WARD 1 CURRENT AND PROPOSED BOUNDARY AND STATISTICS n f, a i OEANGE COUNTY SEAT OF GOVEENMENT THE GOLDEN CITY FOVNDED 11169 1 b • Z f 75A-23 i ~~rren# ~1Varct Boundary Census 2010 Population i? Council Ward 1 Ward 1 ©E3 ° Percent _of-Total _Pop 15.64% A,';•,i- Ward_Pop 50,760 B ° Percent-Hispanic 86.85% Percent White 5.87% j Percent_Asian 5.57% ° ,i ` C © - B Percent-Black 0.66% B a B e ° Percent_Hw_Pacific 0.21% B E3 I B e , B F I- © B g B --.2 O a o ° e ° I B ? ,0 Ea L3.. A B E3 e ; 'aT..,... - - iJ_I us - a 'E B B! ,,i, i ©a.. - 0 25MDO B B G _ ___,©-e B B B B a © I° o E3 ° B Io, - -'B B e B B E3 BB ?~BIL3'B'?:BI°, B. B B E3I I © ao ° - ©i B o '13 'S E3 1 B E3 e 13 ? , a B'E3~aIB Ea C:Bi BIf7 O.__1© i El IOBp p p'p~e'~~~ ° B Ea 8 E3 , © 913 B ? I C3 'B 'B I?' I II , j(3 f8 © B'?,,E3BB IS ,®'B'® ? © i ° ©e --r - r- f © ° S-- El 'OIB3B C31 p - I B { 19 I?'°B?IB E3 B' E31 B i 'IJ a B ,1 ° B ° B B B B B a, - B B B B B B B B B BB 0 E3 B ° B E3 B _ © ° B B E3 (3 B EI IB4.. aB, B B m °811 ° -Bo pB' 19 -o ° B - ° B B B B 0 B B B B ° ° B © B 75A-24 Proposed Ward Boundary Cr m co 17TH ST p`°_~~~ ? a~ I ? I ° o o, WASHING i ON AV I Y Q 'Iq°I~ooo°=1.P~ z.° Il I-~ ? ~ ~3- a DR NTA ANA BLVD ° Ho a a n < ° o 0 4- 0 T tt ° ° ? ? ? I ° i++JJ IYI rd DL t\'A j ? ° Mo. `I ° ° ~ .-°-`L_a._ aln n ° LDiNC LER AV 1 141-H ot Census 2010 Population ° ?I? ? oIo'a,?? ° ? ?io°? ? oI I ol?I I + ° Council Ward 1 ? ? Ward 1 l ° Percent of Total Pop 1636% 1 1 0 ° Ward Pop 53,097 I i 7--? , ; ° Percent Hispanic 83.42% Percent White 8.57% RD Percent Asian 5.97% ~DYER CY_ ° 0_1 a° ° a J Percent Black 0 Percent Hw Pacific 0.20% rr Q ? -cf.~ _ and ° ° ° °u ° ° t~.~ ° °(LO 7 +'?~A L4e Fi r 11 1 ° ° a.8 o 500 1000 75A-25 75A-26 's 3 S. } i 3 WARD 2 CURRENT AND PROPOSED BOUNDARY AND STATISTICS 1 ~/7 I I{iI "y ili OEANGE COUNTY OOVEINMf Nf Ali.., i - _ f IN E G O f D IN C I T Y FOUNDED 1069 3 i E Yom, 75A-27 -Current Ward - Boundary ' ° ° o 0 a o a a a o ° ° 0 0 0 0 o© o ° o o o 0 0° ° 0 0 o ° ° o 0 0 ° 0 0 0 ? ° ° a o 0 0 0 0 0 0 ~ j 0 o 0 00 0 0 ° ° ° ° o ® o ° ° 0 0 0 ° ° ° 0 0 0 o o© o 0 0 0 0 0 ° o a o 0 0 o a a ° ° ° o``,~a o 0 o a o ?o 0 o a o a o 0 0 a o 0 o a o ED _ o a o 0 0 0 ?o a o a `y o o I H E3 0 0 o HE a o ;0 0 0 o a o 0 0 - - o o a o oo'0 0 0 ° ,t 000 O O O O, D O O p 0 p r i O O 0 I ~1 (..'1 o o a o 0o a 0° a oo i - o 0 0 o Census 2010 Population Council Ward 2 - O O O I --i Ward 2 j Percent_of_Total_Pop 16.24% D C] O O ° - - - ! Ward_Pop 52,715 Percent Hispanic 92.25% O O p I Percent-White 4.27% O O p p p ® Percent-Asian 2.41% Percent-Black 0.55% - Percent_Hw_Pacific 0.05% _ ~A-2 o xm soo MEN= Proposed Ward Boundary 17TH ST ~ 0 © ° © 0 0 o \ "ENTER DR 0 B ° B © © B B ° SAN'*FA ANA BLVD S B° B B ° B3 B° B B BI 13 B e 13 9 B B ° B o ° o° 13 a ® B° ° ° o G3 El 13 @ E ° B 81] B 8 ° O a0 ° ° ° ° ° BI Of o ° o 0 0 0>o 0 0 S 9 0 0 0 ° ° B3 90 0 0 0 0 0 0 0° ° o ° 0 r i - ° a 0 - - 0 0©° C3 S ° o o ° o _f C 0 0 0 ° I I o° 2 0 ° ° I i El 13 2 (3 E3 11 p 0 0 0 ° ° E3 E3 ° l 0 0 0°° Ba 0 0 0 o Q E? 0 E3 0 0 e° B ° ° ° 0 _ C7 S 13 ° a B° 0 ° 0 0 0 0 0 (B B B E3 E3 B B 9 13 i -C- Census 2010 a on o Popul ti -i_ ,N - Council Ward 2 a~ 0 0 0 0 ° 0 0 0 0 0 0 0 a r_..__. I B o B3 0 Ward 2 ° ° ° 0 0°0 0 0 0 0 0 0 8 i E3 Percent of Total Pop 16.80% E3 S Ward Pop 54,529 _~J l I 0 0° BS O 0 0° 0 0 0 0 Percent Hispanic 92.78% i..__ B B° Ea B B B Percent White 4.30% Percent Asian 1.86% _ ° 0 0 0 © J-_IJ I I I Percent Black 0.51% ° 0 i Percent Hw Pacific 0.06% a , p- -L-- L- - rya j- 0 0 S. j r E 1 1 t ~ ~ o soo rooo 75A-29 75A-30 y a WARD 3 CURRENT AND PROPOSED BOUNDARY AND STATISTICS O EA NGE COVNiV 1\ EAT Oi GOYEENMENI ~ M THE GOLDEN CITY FOUNDED 1069 j: yllQ i ~L.:. tF t• 5 q& x; i. g~ 75A-31 Current Ward Boundary Census 2010 Population Council Ward 3 Ward 3 Percent-of-Total-Pop 18.09% Ward-Pop 58,691 Percent Hispanic 61.68% Percent White 21.54% Percent-Asian 13.48% Percent-Black 1.39% Percent Hw Pacific 0.43% gAS ~ LA VETA AV • U) L~ GARDEN GROVE BLVD ° • ° ° ° C7 4 FAMR!-PAVEM AV a so ° ° • ° e ° ° ° .Q°•;r ° ° ° ° ° SARI;ACLARAAV ° . L4 3 ° ° ° . w 0... k1 . o L ° WESTMINSTER AV H ST Co ° 19TH ST ° WA. HINGTON AV z ° ° . o~ CENTER DP, w y SANTA ANA BLVD z n IST ST -STSf I 1ST ST cc O E G E <t _ Z 5 w --ILL - z l~ t tdC FADDEN AV CC \ r•:. r'ti_l T.l_ J I JJ trDtf J 11 1 F- PA4 F~:N~AV DING -R 1{~,~ .J 7) I-~ T I I a I L I I l J Tr~~~ I ~I I I iT~~~~' I I EDINGEP.AV ,l _7 f I I.1_~ l a I l i l j r I Jl i J i ilia F I I , I rI I .I 75A-32 Proposed Ward Boundary Census 2010 Population Council Ward 3 Ward 3 Percent of Total Pop 16.87% Ward Pop 54,735 Percent Hispanic 59.93% Percent White 20.21% Percent Asian 16.75% Percent Black 1.22% r~!7 Percent Hw Pacific 0.44% LA VETA AV J J W U) rn ¢ GARDEN GROVE BLVD ° SR 5 i PAVEN AV . 9 ad SARf$A CLARA AV ° > U) ° ~ ° ° o LL v WESTMINSTER AV 171H ST co ° ° ° ° ° ° ° 13TI I ST Q % WASFIINGI"ON AV ti I"~Q - CIVIC CENTER DR r _f I H SANTA ANA BLVD co m 1ST ST -f STS 0 1ST ST of J O to F Q) U co u ¢ rv ¢ MC FADDEN AV LEI Ir ar=,v - 7~ ~ ~J _ J M AID 1:E N V DINGER AV ~ In,-~ 75A-33 75A-34 i 3 A j } i i WARD 4 r CURRENT AND PROPOSED n BOUNDARY AND STATISTICS 3 E loll, pill OIANGE COUNTY y SEAT OF GO VEINMENT _ • ~ I li ~ ~ III THE GOLDEN CITY FOUNDED 1869 i i i 1 j i i 6_. { 75A-35 ® a O 0 m Cvm ti m 0 IIJ t~ ' 71 I © m m tr - m - m m p a: p © p_ ®m 31 m m m m m m II~ _ m ® m ®m _ m m 10 ID m mi _ W ® m ® ? ® O 09IM51' 3 ® m CG ID M _ - - ~ m Q L°] S7 m _ 1 Fl! a s x a= o _ mm: n g a p® o HA RBOR BLVD HA g r$ nda' ~aa~a$ Rtb, `AJ_ t~ ~ $ n ~G v @ m o -xx?° FAIRVIEWST D. < ? r r ° - F.TJ Z !__n_!aa s . ~C~1 t ~i N 16 • .rg. e ° px ° a _ 9 I esa ° 8R4 STOL -6T° W ° n c o z Ha BRISTOL ST if Culp 8,T a a ° - ; FL WE - - f -,-BROADWAY- BROAD f . MAIN ST 7 3 - -z. 5 y~ Y il T WARD 5 r CURRENT AND PROPOSED BOUNDARY AND STATISTICS x OLA-E C00N11 1 OE OOYEINMENT - III''! I 1 q- L O® THE GOLDEN CITY FOUNDED 1069 tf A 75A-37 NH HOP ST z G ~¢mm m i a o Ul D s N sr XXX2 m m m ¢ a mDa a m B ° ~ D a m m ° m m m ° ° I D ° m a ° m : 9G m o°mm ° v I ° D _ (7 I L m p I'l S, ° a mD ° 7 3 71 Q n) vas m ° a ¢ D v - m r - m -I - cr, T' ~I f j D° o m m m a m 1 ¢ m m 1 m m sa s BRISTOL ST I _!l~ ° m a m¢ m m a ~m m m ° i~ i I I ¢¢5es®® lei ° m ° Ii D m D m a~ O v i - FLOWER ST S - - z NEWHOPE ST n ° m a Cl) - ° pm ~ o m - 411 1 ! 45 o HARBOR BLVD' a JACKSOIJ ST 8 q 'J' N v = a° FAIRVIEW ST _ ° m D a° E• a T O _ ° a m a FAIRVIEW ST z ° ~ m a G7 P'l ° G e ° I m t mn oe 1 cAIl~T-ST! ; I, g m e ° m - N p f: ° , egammGmz - wti mt ~~,t m o _ Cpl t ~ta`Z ~ ! _ G m m.. t.. a t a BRISTOL S T IS i OL ST m m®. ¦ s ~m ° Z q c ° m m e WE. S•'° : - o FLOWER ST . e S - t a ®z V RCS t:1 I BROAD'I Al - - Q- SRO", rI ,'1.AY _ J I II WARD 6 CURRENT AND PROPOSED } BOUNDARY AND STATISTICS CIANCE COUNII 1 S[AT OF 00 YfENMFNI ~ ` THE GOLDEN CITY FOUNDED 1, 669 r 75A-39 o ~ EUCLID. ST iz m¦ 'N Z ° Hope m~ -e,I RBaR- BLVD _ HARBOR BLS/ - 0 - ~AIRYTE-w S T ° ° • n ° m i g A..44V WST m s r T • z t- - c, IM, i-7' :YJ 9 r- n BRTSTOL - m m X MX'8,rn o --LO ER ST ham. I ~ GL UJER ST o r nd~R~°a oa A ul) R ~ i 3 p m ¦ t u Y~ ^ ^ o ° ¦ ° cUCL!a Qa y , m. e B °,m ej) ® m - mD eG - °3 ~ m n a , e¦ -NARBOR- BLVD - • hARBOR' G) ° ° - _ -p ° - ¦ ¦ ¦ ° i FAIRVIEW s-1 ° - - _ • m ° °m - m INVIFIV ST CA D aREEtiv;.L~EST a e ° a ¦ • ¦ ° m i s' -a ¦ _G~ tP - R.AITT S f - - ,a { _7 RA!7!TST CA J I CURRENT AND PROPOSED NEIGHBORHOOD ASSOCIATIONS OEANGE COUNTY SCAT OE OO-NMENI THE GOLDEN CITY FOUNDED 7069 75A-41 Ward Map z' LA VETA AV W N m 'g 5 GARDEN GROVE BLVD 1381 c7 w 4~3] 61 +''h~- W ® M.AfORY 23 LI'AIRHAVEN AV `A SANTA CLARA AV ~ > 3 ' S6 3~ ~ ~ 3 ® 3 z ~ o T TER ° 17TH ST m 17TH ST } 17TH ST Z WASHINGTON AV ® 2 © ® y Q HAZARD AV 21 1 I > ° N CIVIC CENTER DR 2 63 t~55 \I M 3 ® SANTA ANA BLVD 6 ~ 4TH ST u' Z ,Il • 1STST 1 ST ST 1ST ST r J m ° m U m i 57 u~i ~ CHESTNUT AV 5 36 o w n W MC FADDEN AV = t © w 41 03 o > m OQ 2 [61 zQ ® m h7C FADDEN AV < MC FADDEN AV ~ EDINGER AV F m 51 Z~ a 30; ~4A 4 EDINGER AV EDINGER AV EDINGER AV r I4A 2 L e 3 > 3 11 Q'' 1 6 16 m WARNER V m in WARNER AV !y~ N o 19 RHFR . m ® k ® 5D a SL SEGERSTROM AV D ~ SEGERSTROM AV DYER R OLD a 59 ® Rq ALTON AV m MACARTH R BLVD ¢ N P, Q ~ F- MACARTHURBLVD m 11 Al 13 ~ 0.0 0.5 1.0 - o ~9c I I I m 9RryGR Miles SUNFLOWER A Council Wards and Neighborhoods SANTA ANA NEIGHBORHOODS 1. Logan 14. Thornton Park 27. Northwest 39. Riverview 52. Casa De Santiago 2. Floral Park 15. Bristol/ Warner 28. Flower Park 40. Bella Vista 53. Windsor Village North 3. Fairhaven 16. Laurelhurst 29. Morning Sunwood 41. Pico- lowell 54. Concord 4. Washington Square 17. South Coast 30. Windsor Village 42. Santa Anita 55. Riverglen 5. French Park 18. Centennial Park 31. Park Santiago 43. Morrison/Eldridge Park 56. Edna Park 6. Lacy 19. Sunwood Central 32. Portola Park 44. West Grove Valley 57. Casa Bonita 7. Saddleback View 20. Mid-City 33. Shadow Run 45. Republic Homes 58. Meredith Parkwood 8. Heninger Park 21. Artesia Filar 34. Willard 46. New Horizons 59. Metro Classic 9. Eastside 22. Mar-Ies 35. Valley Adams 47. Madison Park 60. Lyon Street 10. Wilshire Square 23. Fisher Park 36. Central City 48. Cedar Evergreen Co-Op 61. Fairbridge Square 11. Santa Ana Memorial Park 24. Santa Ana Triangle 37. West Floral Park 49. Mabury Park 62. Grand Sunrise 12. Delhi 25. Fre nch Court 38. Bristol Memory 50. Rosewood Baker 63. Downtown 13. Sandpointe 26. Riverview West Coalition 51. Cornerstone Village 64. Young Square Copyright 2010,A11Rights Reserved 2010 Neighborhood Associations Updated: 8-18-2010 75A-42 LA VETA AV rn ~ C7 Proposed Ward Map ~ .5 ® 5 a GARDEN GROVE BLVD ,38 a (D + . ® MC-MORY LN I A.. w NJ' FIAIRHAVEN AV X23., L~1.N~~Jt1 w 331 SANTA CLARA AV ~ z I3 3© 3 ® 3 F ® a LL O K ¢ O A \ 17TH ST 01 17TH ST MIL Y IIIIIIINME& 17TH ST 2 WASHINGTON AV ® © ® z Q 3 ® HAZARD AV N CIVIC CENTER DR ` I < t? o 63 SNSj \ I 8 = 5 SANTA HNA BLVD sl. ~f 0 4TH ST 1 T T z2 1STST L F o ~ 1ST ST ~ ~ rr CHESTNUT AV U O w x © c~n 36 a w < MC FADDEN AV < w m 1 p ® o LL ® < O a G U m Q MC FA DEN AV ~ DINGER AV 4 1 z 51 < 10 <a EDINGER AV DINGER AV EDINGER AV Q L 18 35 3 11 < ° 6 ,6 IC5 m ~ 1 VJh RfJER AV N Fm WARNER AV 1 a /y 14 _ ~qL m SEGERSTROM AV ¢ m SEGERSTROM AV DYER RD Off. m ~R9 < F 4G5 ALTON AV J MACARTHUR BLVD ~ 9 P ? ti MACARTHURBLVDm 17 G- N O 'll 0.0 0.5 1.0 ELCL A N 9c m gRryG~ e~`a Miles u FEOVWVE IV Proposed Council Wards and Neighborhoods SANTA ANA NEIGHBORHOODS 1. Logan 14. Thornton Park 27. Northwest 39. Riverview 52. Casa De Santiago 2. Floral Park 15. Bristol/ Warner 28. Flower Park 40. Bella Vista 53. Windsor Village North 3. Fairhaven 16. Laurellrurst 29. Morning Stnwood 41. Pico-Lowell 54. Concord 4. Washington Square 17. South Coast 30. Windsor Village 42. Santa Anita 55. Riverglen 5. French Park 18. Centennial Park 31. Park Santiago 43. Morrison/Eldridge Park 56. Edda Park 6. Lacy 19. Sunwood Central 32. Fortola Park 44. West Grove Valley 57. Casa Bonita 7. Saddleback View 20. Mid-City 33. Shadow Run 45. Republic Homes 58. Meredith Parkwood 8. Heninger Park 21. Artesia Filar 34. Willard 46. New Horizons 59. Metro Classic 9. Fastside 22. Mar-Les 35. Valley Adams 47. Madison Park 60. Lyon Street 10. Wilshire Square 23. Fisher Park 36. Central City 48. Cedar Evergreen Co-Op 61. Fairbridge Square 11. Santa Ana Memorial Park 24. Santa Ana Triangle 37. West Floral Park 49. Mabury Park 62. Grand Sunrise 12. Delhi 25. French Court 38. Bristol Memory 50. Rosewood Baker 63. Downtown 13. Sandpointe 26. Riverview West Coalition 51. Cornerstone Village 64. Young Square Copyright 2011, All Rights Reserved Updated: 10-11-2010 75A-43 75A-44 ATTACHMENTS ii 75A-05 Proposal 1 December 5, 2011 75A-46 AVETA AV t~ m yZ~,y m GARDEN GROVE BLVD ~Rf z FAIRHAVEN AV ' F N ~ } SANTA CLARA AV w ~ 0 3 ° a LL J ~ m LL m W INSTER AV 17TH ST 7TH ST ° z WA INGTON V a z H o CIVIC C NTER DR 2 F z SANTA ANA BLV 1ST ST ST ST ° 1ST ST J m y Q U W = 3 > f- p a MC FADDE AV < m z° L F- N MC FADDEN AV J EDINGER AV EDINGER AV EDINGER AV r- ¢ v) m 6W Z a W NER AV WARNER AV /P o 0 MFR co SEGERSTROM AV < ~ DYER RD O qL 0 o co L 3 'rte J "y1~0 e0 MACARTHUR BLVD SUNP AV 2j fo 0 Current Ward Boundaries Proposed Ward 1 City of Santa Ana Proposed Ward 2 Proposed Ward 3 Proposed Wards & Proposed Ward 4 Proposed Ward 5 Proposed Ward 6 Current Wards " 0.0 0.5 1.0 1.5 Mlles 75A-47 75A-48 CITY MAP CURRENT AND PROPOSED WARD RE-BOUNDARY LINES ~I t CIA- 5[ t Ui I OOVEINMENI THE ouHn~ I GOLD FN Clil' FO UN DFD IB69 1 t „y'pt ~i- 1 J - i E - is « Y 7-49 5A NLLSILL J P 2 t:xo Za O~c~ nY aNYn~J A aNYa`J 15113 •~F U °s L wvn Cn 15 NKY1 A oaB AVMOYOLH AY:AaVOad !sa3N:cla Q is lolsia 41 w lae C 15 losma In ~ ~ ~ o f6 s ulva Q !sulw U z is IM1aIV3 is ~A3lnalvd 3 Q iS/A3AMd A I r^ ~ OV > mil! N ^ - anla aodnnt ante aoearN O t. M LL S j G C iS af1~f13 ~ (7 p 0 w p M1Y NlLSfLL ~ P M1V rvno AY aNVL O O c 11 1S Tr355Y19 ~ C F S r prv ~4~ ~ww~eee is wmv C ~ 5 l ¦ iSNIVN AYMOvua AVnlabaa0 3 v !s aavgv a - IJf !s e3+nov is loisrc Is loifts I ~ g ~ < is Ya g 15 NlKi [N _ 15M3N.}I T O ~ me aoeavN anle' aoeavN 4-J t is 3aa amnd 75A-50 CITY MAP CURRENT AND PROPOSED WARD POPULATION OIA- Co- 1, 11 u StATf OE - NMENI _ THE OOID EN Ct1Y ECHNDED lIU9 5. t 75A-51 i i i O 1 CL ~A s O • y 0 -01 r -15 0, 0 0 0-4) ib • Qi~@ V i - -11 I h~ 1.4 OR m al / ' O N J 9- 40 fill e ns O:J N` S•`~p N a 'o a- .o. to n a rsO _ e A. : fA do C? 'J Z a 0 ~&-d C C C _ YW7 O J 0 o - `°F OO ? F- R On Lam ~ S, p oJ2, ` J a a. a. ¢ J _ - I caci Lu A O W:a. O O 13. fL 00 u u c o 0 • ff77 ~r~ S40,3 L 0 CL s _ 0 7 d U U U + c of ; . _ 3 a a a i0i p • •N f.:. 1 • ~)u OaN ° _o OCF _3 z r1.. - ONe fi't'. IeF cF. fYi -dp cumin rrlt •Ij dm.q.,7 zvp -alOJ2a~~-1 `mo oo.cJ ®w.°1 is acct 3aaa I- - L N ,..1 re ~F.mr uzw e Q H .af R Y m Ci _ _ H • tp a e - ? 3aaa a ri rn • • C 4•.41 - _ _ \ X +J J • -Zf. i_~ _ ~ 11 lr _ ~ i .a_. IL CLM IL $.o a_m O C N v F T° ~ ~ rr..; Q Q ~ O JZ av0^.L q 7 O H F Q c acct $•`oJ2 a, o m a < O V • ° ` O O J SEtS a a ei A • aa • O. O .J Z k-_ --i- u 6~ • A O c: • it • 3 0. o. t a ~H 4 Pee • - - _ Moan f- ~ _ • Y ~ o _ j 75A-52 !io\°':o to a je°.o O:r~Go N.to EL Ico 00CIS IA m Ni E4 i~ II~ Ch LO Ch a) ID y N r V m ID R 2 O ma C ~ v a lJ N In r In r v T N t!o H m m C •d d \ \ \ o ErLo' tE a ~a, 3.i-.e i tolo tDln~ `to o;GD~v r tot m r;cn a0'V~ 1 cli;CA c?~'- I v> N; M! i { tD y o m v o n IT m m N o N m O I 't lX1 L ~ ~-1 N N N C '7 N? N 71~ C O r a y a L 3 to ~ `i r ~ r C m N O N m U O N N c) O N tn r, r m rv lD n p L t N N N N N Wa 7 w U) It 1 _ rn 1 _ c N ` C C~ N O n f~l~:o to a`~o ~'t~,I\ \~u u \1\i !9 N up? K a ~m~`c!41 clil`c' D Icy~o'r?~ a o'a',rn rij N~ ~o o m Q. o v co o m m co N 'o r r m e lD V O F W m m O to c4 y) V N IID N Ln V CL O N u1 W lllO wi a O N c a Y a a u t p m m m lD Go lD 7 S` w N O n O m rc N mi N co m t~o n U O Ili N r 1i cri V~ v m~ v m U f _ I_IT1_ i It I 1 ~ti loA o o vivo 1.A~V Alo is a° 1 I O ~f *1~ tD O t !t11N lf7 ito m1(o! °~2i?Ir!ti~N0, C3, m!ml ~N,NI~ntGO~ao, ! f i ! I 4 Ort N v) I ttoo fOD M y W Vl ID lD r lD y O wn r - y~ tD c-t lD r V a G e-/ O ' rt r It O O m U LO c) 4n LO tmn O to ati m 0 m 0 c CL a` a ~ I c a° _ ttpp a J I C {SIN lA V' Lo C r Ol try Vl N N ; cli v r! r to CA O M ` N l0 ~ .-1 N M to Q t ' w n to f m w N lT W IT M ~ I 7 O N N'N1N 7 N~tn 7 N N r Vi ~~U' i I U .y I 75A-53 o• or a o o' 0 1 0 I Flo to l a` o o i3~ o to io !o! o ~o - 1 D~00 3n LO C U) .4 CO O fl- C):CM~'~IN N (.0 C) 10 V! ~iOS'NICA Ni ' ~ti 1 N ~N, CV N o o l o 0 o o N o o 0 0 0 0 CA sf C- O O N M O CO 't O O C. M~N O4M 0 0 N O V M r M CL co ct 0 t; uo 03 L a o 0 0 0 0 0 IL ; N 1 v a H d n n V NlC r tl~ d :t0!M~O M N N M O: R` N 0 1 '7 N r 7 N 7 W) 4 N;wi of CL 7 O OHO O O O U~ ~ IN ! r U i ; ! j i r k l _ 0 0 0 0 0 o o f o' o o 0 C) fl- s~ 00 O ~ M M h co 1- O CA LO 00 M ti{ N D a0 N N oA N V ..7 _ o 0 0 0; o o d o o o 0 0 0 O N OD M 0 CA ' N N M Cp O V n (A h 'tt N [O I N! N V CA rn a w w 0 OD M LO °n) CIo 0 o~olr o 0 )a B cm L Y a I a at ~ c i v I fA y L C. O O w Y o 0 0 0~0 o m Y o 0 0 O 41 = C o o I o 0 o i o C o ~o ~o !0 0 0 d O. d 4n ko l co Co CO : a d Col to j 0) i 0) ~ N LO V L T L NiGO LA COjr L (oi Lq; C?, 1- N L L 1 r d m 7 O 0) N n 7 01 0,: r;O W O j U to CA ~ i to V ! i i m i L U '.k!o 0 0 0 +o o oio 0 0 0 GjCOOVnOno NIO o~aNO!N~~N ~V MiCD IOI " ~f~ NiV LO Go ' INN ri d o o o o, o o 41 0 0 o ' o l 0 0 I O i O I- O f- I~ ' Co tf) (o N 0 M k OD OR tCJ O V: 0 CA CO I- CO R g o co , co I Co Co r-- Co ; o U) r Co CA W 00 A a r;r r 0 ~ ! I a l c Y O OO 1 O I OOY O~ O' O ~ v~ O a .~o ;C o nlr tilt) Lo O Non co OM; co laotfo Lci O 0 VCO;00i V t6 C,4 MIC; CC1 1 N 1 rI l i 1 I p i 75A-54 I ups is WARD I Yl CURRENT AND PROPOSED BOUNDARY AND STATISTICS f C" `7 i a r A5 } x±t E ~ ~,,k ov rT ~ihf"E't~sx ; t oEA.uGE counr~ S~Ai OF GOyE [NMFNI :Y Y B®HE GOLDEN CITY FOUNDED 1.9 Fu _ [ S ` t t f x= s J kyy 4 ~1 t a F~~ zt4~s ,v - 1 14-. 7!i a ~ € a z ~ s_~! 75A-55 i ~m~ Sao rv o 3° o ~~2m~ #y~: `t' ~u ~2pep3~ v arm u v -Iaa_ AV 02 t o r' AVAACVO~ja ,a-X75^,N vas°' o ?LP ` i ~ ~ 1S _~a»l~ ~ . 4 i is iolslz~a r- .lA Q J j _ -.'I J-c t7 U-1 ° LLJ ea m m i B m p ¦i L'1- m _ m n, v ¦ a e.. a .q - u 3i3d l a a~. i k, i1 WARD 2 CURRENT AND PROPOSED a BOUNDARY AND STATISTICS j y~ t eF ~-'-t OEAn'GF COUI:TY 11 SCAT Oi GOVEINMFNI I ~ Y t tiy" THE GOLDEN C111 ,y t FOUNDED 1969 a ~ 1 -k Ir 49x5 C t H xF5 r ~ PL I4 z ~ 3 r 75A-57 I~ ~ CO I rl~l I n~ ~~c:aoo d Gelb - m , - o c ; r`- _ ; I I ® a m¦ ~ u ® . w a e ` J m m I I m I ~I ~ ~'-J i I _Jf w e ®s' w °o s s. m: ¦ mm m a m m a° ~Gl r.-_~I I I ¦ ° oe¦ mmmm m ® I ' ° ¦ m m m m m a m ~ ' I it I^ 1~--~_ (a ¦ ¦ ~ m¦ m° ® m m m m a m m a m m w a ® J me ¦ m S a°°°° m a ¦m mN a ® m m a 1-I~trv-A=l-i_Ll i p 3 Y ¦ tm1 I O m ° m ° w.®. ° w w ¦ w ®m m m m m E m p° m i I ~1._- I ~I IL m a s m p m m m . m a m - I Ji > a m ®m . a m¦° Al/!b~';~~Q o n a a o G C~ m o m® o. w m m a-~ I -1 i Z m a m m a= m a m m L m o m¦ a m m m m ¦ o I - r--~ ~ m m m m m m a mmm o ® m IS, i ~ ~ I- m ~ ® m m m m ® G7I --2-7T j- m m m o ° w o m a o a m i-I.. : I i m m arm m m a s m m a ^I J a lo S PtN m i I I m m a ¦ a i ry, E3 - - - f I ~ I o jOWAb, _ a m © m m m m mm 0 ~u e3~~Cee ' m ® m n u m m m , m ~ I - m® mm m n m m m mm I_ I m ° I' - I ® m®°mmm o m s mmm m mm mmmmmm® - - - - CE) ® m bom mmmm p O m ~ i mA °momin mm m m m m I. e e . m ® m m ® m m ~mmmmm o m m _ - - - - - - o m m m m m mm m m m® m °'mmmmm m m m m m m m m m m ~ ® m m m®m d N mIn m m m m °m ~ m m m m m v m m m m ® m m m m m ~ m:°®m m ® ® m m I-- m m m mm 6® a am mmm m m m m m m m © o m: a m m m m a m m mm m m - I- m m m m ®mm mm. m m m m m m m - m m m ® m~: m ®m m m ~ m m~ m m ,m m;-gym ~ ~m-: o m o m o ® m m m m m m m a m M m m m m m m m m a ° m m m m m m m m m - _ in m m m m m m m a m m m m m m ® ® m m m m m m m m m . m m m m ® m m m m m co n m m m ® i i4 - R::tl WARD 3 CURRENT AND PROPOSED 9~u 9 L-f t: BOUNDARY AND STATISTICS of- ;23 > a-i r u.. rt ~ i - ORiti'OE CJUNiY 1, 6 ,K 3 GO YFfINMFNI T #J ' III f H E G O L D E N C I T Y FOIIN DFD lE6D i 1 * is Lsi~~fly~ J,y ~i R s } L e *Ex: f gr q} ; 75A-59 ! ! • ~ v eilsni Tii i E K Lh is n=ssAnfl ~I j ~ ~ ..V: AAJt9210• Q AtlMObON6 w S• 5 53At0 .d L D i'a sA01_ a y ' 3 a! l~ it L m is a'aa t • a N -j ~ti~;z i- ~ S - z ••1.: N•af'~n: j i YO is M3VAH!bd j _ xq+-k > QAl3 L058bH c3 s~ ~~~ai ~j f'.I j z d Q 3 `i.• ••s••adeNVeea z U . dS. 01~~(A3 • ,n Ilidu • Av. cn7,jz Lsndssno • • " iii - < ~=l_ _ v < >A comas • . o Avaia>oas ~ r I-ev m £ b=T2old• 3 a is eara~ • 15 ;cisfaa < i _ ETT U c Ls n^.a:nel:d 3 N c ' it e 3 6 Y y~ e 3 • as 3dON: =rv V 3 , I OA-OU L i$ x3 sat =j°r WARD 4 CURRENT AND PROPOSED t2 rr Y a. gg BOUNDARY AND STATISTICS ~'.....~E f L x, r 11~I Srti' ~ or uGe cou Nr~r GSf Ai Oi MI. LN `M1 ,i~1 ~ 54 ~ THE N CI1Y 1 .,9 FOUNU DFD 1E69 ! t5 E L f P r ;h v~ 'f f y~R~ J r r rye ~.'`Y~`.~ ~d M (C ;Yly _ 75A-61 J! 8. 2 i L 2 o to _TJ i AVMCp~ y Yo~fs N U a i u a3a $j 0-1 H a m r .1 3 4 15 Zo1Si~j9 CL Co d m m~ml® I ~ ~ s I ~ ;~_a ~I~3 c 4 - ~ ~ • ~I a °~I a Z g B`S ~f$ J O u z L m D 11 < 1S MEV1d1d-j -o-' c > d - 0 Q u - cn ~ X x ~t x 0 C .Fa~IX X7KY. S i? DM 0 F- m 3 s - • 's` i ¢ U- m m m N C g 3 : 'gyp Lff1E a a m m C C ay C p Y s Y C m ° m u n u 3: 3 t O ~ ¢ m'e 11 r ® 19: em floislz ~jf r•, m to au o m W 'R m m ID ¢ m m a m ¢ 1S ~101S12~ ~ m,t~ pi m , ¢ s m 13 A cc it 10 L 14 C C (f) b m F ~a ¢ O r m O - ° m ~m ¢ o ¢ m S m - S I. L' m m m m m~ A fA ~p( m ~ idslm m "`Lm ~ j m a ( [9 m ~ ¢ ¢ w > _J m m o x S 7 c sm a a o m' m m x a m ~ m im ¢ m x LLI W - m !V 1S IV1 Y d r Q JS AA~IA liVJ ~ Yy~ S~F ems, f^. x ` WARD 5 CURRENT AND PROPOSED BOUNDARY AND STATISTICS x~ 2fE'~ h r} ~ t~ oE•Nae couNrr ~sler or _ ! ~ G YEFNM.ENt i ` ri THE GOLDEN CITY .N gt FOUNDED IEd9 ~ x E t P 4 z{ tT ~ ~ f3yr ~ t 75A-63 i m NEWHOPE ST z - - °m m m 'a ^ a 3 R ~°m°o° 0 41i ~••b'$3~oi~ OHS ° Q D m n m m m m ° m ° o m m ® ° 70 =/~.I t,'J'E' ST G C t ji'-- O - i ° m n° °mm ® m 3 w m o v m e o m m ,7-' S - ' ~ ~ ° om a mmm o-It o mmm ° G o m m m_m m m ~o m e ~m s mom a . ° . _ . BRISTOL ST y`- i °m m m maim m m vim ° _O 'i I , o m a m s o m o ~o m m m m nmso ° u' =LOV'dER ST T Z urn; r - o ~ mve ° .m e n ~ oaa~~ m F,9- HBO ° bL°~il°s o ,ems s F. y e ni ° _m ° E itu5 s ii•, 3 a a a 8 E~ C ~ m _ m e t m O m ° m m m 'G N~ Q~ 0 a o ~ m ° m =AIRVI E1,n! JT ° ~ m t7 FASRV'EWST z me ° o f' a e m m 7 ca ':7o mmo ;u 00 O. a m e° °Om m m °m °o 6t j I~ F--I- I m m c° m m o-j ° mmm ° Cam. L ~f - m .mmG G I i I- m m a°. m mm o m a~•e m m m° BRISTOL ST OLST I - o°mm°..aogm ° Z a ° m m m m m m e a~'m m m m I t m ~ a '9 ol ° =L `VVER ST o I i' ~ 11 e .i: WARD 6 CURRENT AND PROPOSED BOUNDARY AND STATISTICS Y C OII A~~F COUNTY "Ai 0{ - GOVEtNMENi 1 ~Xs TS' t ~ III S~. 4 va' f 1 a' \1dt - F.x`M FVdx i THE GOLDEN C111 Y'3t.F*f E FOUNDED 1069 JI M1 1 1 5 E~ Y; `t ;i ~ Ai~~s,`,=' 1 Cc t 75A-65 z ° 9 a ' ° ° daCLlP- "S-. She 1 s T, G~ • a. n •NHOPE • z °e : F_;,AREO~: 3LVD HARBOR BLV/ aERb'I EW ST n a 7 • l i i r,^-,iR41,`ir W ST $r -milli 0, r-11"7 so hzu o-I tart :BRISTOL 6T F, tp `f ' o WNER ST C,- -I YL~ WSR SS O~ o • z . ;1 ¦ . MLUICI.,_!" S7 c?° • o0 -1 a L^ B a m ~ ~ IEY1%:'ICIO- •m ° i 6:75"900 Yow WRECT so •s ~ ~ j m ° e • a •J r' _ ° a m 77 ~ o - - - ' ~ a° chi O { _ - as _ c r~ x: Irv ~k P-'s CURRENT AND PROPOSED NEIGHBORHOOD ASSOCIATIONS r r~+ f +~lEf~'2°,€Lry~~4 , .,.K -M., COUNT. SEAT Of G-INMENT }p K J Y 1Y / {M'~ THE OOIDEN cIEY FOUNDED 1869 a T~'rv" i e'~r¢ r ~ i 1A~, u f _ I - it i :l e IE 3. 75A-67 i n.,etrs 1 Q - c A a ~~3 O t33aa33 4 8 J bq (mn ~ > O2 ~U nom` ~ ~`C G' ' marow J.nv.o,m is nr»' T'n+ Ca S' 'c c ~ 5 & G ~ '3Z G 5 o S Y ® .-n,..,~xa V Q 'r~ uy E v. t i r< G 2 U rc u S J. `uM10V ualJ.u.~ ~ ~ O P ~ < z in e e ~ O rf. V I ~ LY. < ~ry i Gyo4 ~ 4 .smE C=l._ V C7 p ~ c c .pG ~ k - ~ , ` ¢ < n > 1a ,oi:a'Fl ` 5 .¢:SM! c y G ~ N ~ of < V ~ .Y4 al s yF~ og;~x_~a (n Ml ~ CJ ~ ~l Z zc<~Ers.eS~~c53~$ = F ? s u LJ & 8~=PC7 O Fc. S.`f. t9 vim'', ~'aScvFSG~ M,B YM - MA YOBlM1 ~ _ •-N N N ~ N N JsJ 4~ v a3 .s 2 ~ sas»r.Yax O ~ G ~ O O ~ L ~F V ~ fifi .r~ IS Or = _ c o c a twos o M NLLM tic'-4~ O'r Y °O IM S 7~~"-C e<C yi ~r ~ g wreY. ornsva ~ = f ~ y `k E r R~ '4 ~ 8 a 'E IZ 14 nYOma m r. - u'rt sw as lwan c ,,'bunts nY ~ f O E w CY) I:l acv `V o Z =sc°~ J...,wvor- t,r,rJ-m h1~ 0 Y_ c S a g O `Y~ieov (7 n~ C^]~.~V OaoV<X3Yzi styes g - v is -Jno,t ~ ~ n r ~ o a ® c3 k) O < a ly, VJ F 4 EE y` ug 1L/~ sttrw g L~ E S z c ~ . P d r~~+ ¢ HRF. a:SrG EN IM z _ ~ v] m E4 ~fi it F N 12 DO nkz~ ;mil ® s E ~ri F5'.giY V. 2'N~ Nw~w O U 75A-68 ATTACHMENT 4 75A-69 75A-70 Huizar, Maria From: Thomas A Gordon Sent: Wednesday, December 14,20118:36 AM To: Huizar, Maria Cc: Pulido, Miguel; Benavides, David; Walters, Paul; Lawrence, Mark Subject: Re: Census Tract info requested - T. Gordon Ms Huizar, I requested other info besides the info you provided, most of which is not available on the link you sent as it splits census tracts and neighborhood associations. Please consider this as my formal request to call for several public meetings in conjunction with neighborhood associations and Comml-ink to ensure fairness, transparency and public involvement in the process of ward re-alignment for voters prior to placing it on the December 19, 2011 Santa Ana Council Agenda. Respectfully, Thomas Anthony Gordon On Dec 12, 2011, at 10:36 AM, "Huizar, Maria" <MHuizar@santa-ana.org> wrote: Mr. Gordon, pursuant to your request for information dated December 8th, attached is the document responsive to your request. If you have any questions, please give us a call. This information is freely available from the Census Bureau FactFinder website, at: hfp://factfinder2.census.gov/faces/nav/0sf/pages/index.xhtmI Maria D. Huizar, Clerk of the Council City of Santa Ana 714 647-6520 -----Original Message----- From: Thomas A Gordon Sent: Thursday, December 08, 2011 12:15 PM To: Huizar, Maria Subject: Census Tract info requested Ms Huizar, Please consider this my formal request for information. Would you be so as to provide info such as population numbers, ethnicities, etc for census tract 741.09, which I understand is the area bound by Warner, Raitt, Segerstrom and Greenville. 1 75A-71 I'm hopeful that you will provide census data for other areas currently within ward 4 that border ward 6 such as Sullivan to Fairview and Willits to McFadden as well as Sullivan to Raitt and McFadden to Edinger as well as census data on areas and neighborhoods within the Warner to Edinger and Fairview/Greenville to Raitt proposed transfer from Ward 4 to Ward 6. I appreciate your time and look forward to your reply. Respectfully, Thomas Anthony Gordon <Census Tract 741-09.pdf> 75A-72