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HomeMy WebLinkAbout FULL PACKET_2012-07-16MINUTES OF THE REGULAR MEETING OF THE CITY COUNCIL OF THE CITY OF SANTA ANA, CALIFORNIA JULY 2, 2012 CLOSED SESSION MEETING CALLED TO ORDER ATTENDANCE PUBLIC COMMENTS - None COUNCIL CHAMBER 22 CIVIC CENTER PLAZA SANTA ANA, CA 5:10 P.M. P. DAVID BENAVIDES MICHELE MARTINEZ (5:11 p.m VINCENT F. SARMIENTO SAL TINAJERO (5:17 p.m.) COUNCILMEMBERS Present: MIGUEL PULIDO, Mayor CLAUDIA C. ALVAREZ, Mayor Pro Tern COUNCILMEMBERS Absent: CARLOS BUSTAMANTE STAFF Present: PAUL M. WALTERS, Interim City Manager SONIA R. CARVALHO, City Attorney MARIA D. HUIZAR, Clerk of the Council COUNCIL RECESSED to Room 147 for Closed Session discussion at 5:10 p.m. CLOSED SESSION ITEMS - The Brown Act permits legislative bodies to discuss certain matters without members of the public present. The City Council finds, based on advice from the City Attorney, that discussion in open session of the following matters will prejudice the position of the City in existing and anticipated litigation: 1A CONFERENCE WITH LEGAL COUNSEL--ANTICIPATED LITIGATION pursuant to Government Code Section 54956.9(b) • Two Matters* • Allstate Insurance as Subrogee for Anthony Silva, Claim #2012-061 *Mayor Pro Tern Alvarez recorded a Conflict of Interest and left room at 5:12 p.m. She returned at 5:59 p.m. and noted for the record that Clerk of the Council should have also recused herself. CITY COUNCIL MINUTES 1 JULY 2, 2012 1 0A-1 1B CONFERENCE WITH LEGAL COUNSEL-INITIATION OF LITIGATION pursuant to Government Code Section 54956.9(c) • One Matter* CLOSED SESSION REPORT - See Item 19A. for Report. ADJOURNED THE CLOSED SESSION MEETING AT 6:08 P.M. AND CONVENED TO THE REGULAR OPEN MEETING CITY COUNCIL MINUTES 2 JULY 2, 2012 1 0A-2 REGULAR OPEN SESSION CALLED TO ORDER COUNCIL CHAMBER 22 CIVIC CENTER PLAZA SANTA ANA, CA 6:15 P.M. ATTENDANCE COUNCILMEMBERS Present: MIGUEL PULIDO, Mayor CLAUDIA C. ALVAREZ, Mayor Pro Tern P. DAVID BENAVIDES MICHELE MARTINEZ VINCENT F. SARMIENTO SAL TINAJERO COUNCILMEMBERS Absent: CARLOS BUSTAMANTE PLEDGE OF ALLEGIANCE INVOCATION PRESENTATIONS STAFF Present: PAUL M. WALTERS, Interim City Manager SONIA R. CARVALHO, City Attorney MARIA D. HUIZAR, Clerk of the Council MAYOR PULIDO Gary Tucker, Police Chaplain SPECIAL PRESENTATION - CERTIFICATE OF RECOGNITION TO JONATHAN ESPINOZA FOR HIS SERVICE ON THE YOUTH COMMISSION - COUNCILMEMBER SAL TINAJERO EMPLOYEE SERVICE AWARDS presented by MAYOR PULIDO to: 20 YEARS OF SERVICE Ramona M. Lujan, Senior Workers' Compensation Claims Examiner, Personnel Services Joan C. Shearing, Senior Workers' Compensation Claims Examiner, Personnel Services CITY COUNCIL MINUTES 3 JULY 2, 2012 1 0A-3 25 YEARS OF SERVICE John W. Gammon, Fire Engineer, Fire Department Troy D. Guidry, Police Sergeant, Police Department Jane A. Winston, Secretary, Police Department Jesus David Rodriguez, Water Services Worker II, Public Works Agency KEY TO THE CITY presented by MAYOR MIGUEL PULIDO to Henry T. Nicholas III, PhD and Judge Jack K. Mandel for their many contributions to the City of Santa Ana and the Nicholas Academic Centers. CERTIFICATES OF RECOGNITION presented by MAYOR PRO TEM CLAUDIA ALVAREZ to the Santa Ana Boys & Girls Soccer Teams; Girls U-26- Victoria Aguilar, Jazmin Antunez, Jessica Banos, Karla Blanco, Karina Cisneros, Lesly Escobar, Daisy Garcia, Liliana Lopez, Aeidi Montiel, Adriana Najera, Wendy Pintor, Alexandra Preciado Sandra Preciado, Amy Ramos, Guadalupe Rodriguez, Sandra Rubalcaba, and Arabia Ruiz; Boys-U17-Heriberto M. Castelan, Gerardo Cisneros, Armando Flores, Jose Gallardo, Eric Garnica, Carlos Granados, Andres Huerta, Marco A. Joya, Ivan Ocampo, Marcos Olivares, Juan Prado, Fernando Reyes, Ricardo J. Rivera, Rogelio Suazo, and Edgar Valencia and Coaches Peter Garcia, Johnny Garcia, Juan H. Garcia, Evangelina Garcia, Fernando Huerta, Alicia Huerta, Lourdes Lugo, Marisol Pulido, Flavio Salas, Aurora Salas, Mauro Topete, and Norma Topete for representing the City of Santa Ana at the MexGames Tournament in April 2012. CERTIFICATE OF RECOGNITION presented by MAYOR PRO TEM CLAUDIA ALVAREZ to Santa Ana student Alberto Tapia for receiving the 2012 Disneyland Resort Scholarship. PROCLAMATION presented by COUNCILMEMBER MICHELE MARTINEZ to Jay Trevino, Executive Director of the Planning and Building Agency recognizing Santa Ana Complete Streets. CERTIFICATE OF RECOGNITION presented by COUNCILMEMBER MICHELE MARTINEZ to Santa Ana resident Dorothy Borden for her commitment and perseverance in the pursuit of her high school diploma. CERTIFICATES OF RECOGNITION presented by COUNCILMEMBERS VINCENT SARMIENTO AND MICHELE MARTINEZ to Beatrice Jimenez for her heroic action in assisting in the apprehension of a felony hit-and-run driver who attempted to flee the scene of a crime, and to the Santa Ana Police Foundation for establishing the Meza Family Fund to raise money for the victims of this tragic incident. CITY COUNCIL MINUTES 4 JULY 2, 2012 1 0A-4 CERTIFICATES OF RECOGNITION presented by COUNCILMEMBER SAL TINAJERO to the Northwest Little League City Tournament Winners and Champions - A Titans Team: Ethan Aguilar, Elijah Bennett, Zander Bretza, Christian Duran, Jake Haro, Alexander Haro, Jesse Heredia, Daniel Ladd, Damian Martinez, Noah Pinon, Ethan Robles, Carlos Sanchez, Manager John Bretza and Coaches John Bretza Sr., Frank Martinez and Pedro Pinon; AA Dirtbags Team - Aden Eckenwiler, Joshua Elizalde, Kayla Figueroa, Albert Guillen, Grady Mulkerin, Nicholas Munoz, David Nisson, Isaac Oyervides, Skip Tanner, Troy Tanner, Alondra Tapia, Martin Valadez, Manager Javier Oyervides and Coaches Larry Elizalde and Skip Tanner; Major Wolverines Team - Jonathan Berber, Garrett Brooks, Damien Chavez, Freddy Cruz, Ryder Eddy, Matthew Elizalde, Nicolai Garces, William Green, Jack Marfice, Nathan Morales, Eric Padilla, Caesar Perez, Jose Sanchez, Manager Paul Eddy and Coaches Edward Padilla, Larry Elizalde and Armondo Chavez; Champions Junior Titans Victor Carmona, Hector Garcia, Daniel Lopez, Isaac Melgoza, Ceasar Rodriguez, Isaiah Sandoval. Raymon Serrato, Franky Sosa, Henry Vallejo, Manager Ricardo Hernandez and Coaches Rocky Arreola, Erik Hernandez and Manny Vega. CLOSED SESSION REPORT - City Attorney Carvalho reported that by unanimous consent approved a settlement agreement in the case of Allstate Insurance as subrogee for Anthony Silva, Claim No. 2012-061. See Agenda 19A for report. Mayor Pro Tern Alvarez noted that there would not be a quorum to consider Agenda Item 85A. City Attorney Carvalho indicated that under the provisions of the Brown Act the remainder of the Councilmembers may take comments, can discuss direction, but will not be recorded in the Official Minutes. PUBLIC COMMENT • Adriana Cuin, youth intern for the Youth Advocate for Sustainable Communities at Kidworks, supports joint use agreement with Santa Ana Unified School District for open space; opined that park space in City low in comparison with other surrounding communities. • Maria Velasquez, representing Kidworks, supports joint efforts between the City and school district for open space; opined that current park conditions poor; deter gang involvement by providing more park space. • Aracely Robles, member of SACReD, supports Sunshine Ordinance; opined that ordinance as proposed would allow for healthy housing opportunities, more open space, less liquor shots, and set precedence for other municipalities to follow. • Antonio Bogarin, supports proposed Sunshine Ordinance; would allow for more transparency, open discussions, and increased notification; would like to include notification process for renters. • Manuela Lopez, spoke in support of proposed Sunshine Ordinance. • Rosa Maria Pizano, active member of our community; supports Sunshine Ordinance; goal is to have better living conditions. CITY COUNCIL MINUTES 5 JULY 2, 2012 1 0A-5 • Luis Fuentes, representative of SEIU Local 1877; supports Sunshine Ordinance; opined that transparency will lead to greater civic engagement and improve living conditions. • Randall Au, thanked Councilmember Benavides for leadership in addressing the proposed sale of the Santora Building, City Attorney Carvalho for objectivity and Alicia Rojas for bringing artists together; thanked the City Council for Report. • Alicia Rojas, thanked the City Council for Report on Santora Building and forming an Ad Hoc Committee; look forward to strategic planning and working with future buyer of Santora Building; would like Art to remain in the forefront and continue to bridge diversity; invited all to upcoming 84th Anniversary Celebration of Santora Building on Saturday, July 7, 2012. • Grant Adelars, spoke on miscellaneous personal issues. CONSENT CALENDAR ITEMS MOTION: Approve Consent Calendar Items 10A through 31A with the following modifications: • Councilmember Sarmiento pulled Agenda Items 25A and 25H for separate discussion; and abstained on item 25E due to a conflict of interest (financial interest); • Councilmember Martinez abstained on Agenda Item 25E due to a campaign contribution; and pulled Agenda Item 25C for separate action; • Mayor Pro Tern Alvarez recorded a No on Agenda Item 19C and requested that the City Manager bring back report for City Council discussion and consideration on Obsolete Records and Destruction; and • Councilmember Benavides pulled Agenda Item 23A and 25L for separate discussion. MOTION: Tinajero VOTE: AYES: NOES: ABSTAIN: ABSENT: 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. SECOND: Benavides Alvarez, Benavides, Tinajero (6) None (0) None (0) Bustamante (1) Martinez, Pulido, Sarmiento, CITY COUNCIL MINUTES 6 JULY 2, 2012 1 0A-6 ADMINISTRATIVE MATTERS MINUTES 10A MINUTES FROM THE REGULAR MEETING OF JUNE 18, 2012 - Clerk of the Council Office MOTION: Approve Minutes. MISCELLANEOUS ADMINISTRATION 19A CLOSED SESSION REPORT - City Attorney's Office MOTION: Approve settlement agreement. CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED LITIGATION pursuant to Government Code Section 54956.9(b) - Allstate Insurance as Subrogee for Anthony Silva, Claim #2012-061 in the amount of $11,928.54. 19B EXCUSED ABSENCES - None 19C DESTRUCTION OF OBSOLETE CITY RECORDS - City Manager's Office 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. BUDGETARY MATTERS GRANTS/APPLICATIONS 21A AUTHORIZATION TO APPLY FOR FEDERAL HIGHWAY SAFETY IMPROVEMENT PROGRAM GRANTS - Public Works Agency MOTION: Authorize the City to submit applications to the State of California Department of Transportation for federal funding for two projects under the Highway Safety Improvement Program. SPECIFICATIONS - PURCHASE OF EQUIPMENT AND SERVICES CITY COUNCIL MINUTES 7 JULY 2, 2012 1 0A-7 MOTION: Award in accordance with Request for Council Action. (Items 22A through 22F) 22A SPEC. NO. 06-167 - LIBRARY CATALOGING AND PURCHASE OF BOOKS AND MATERIALS - Renew the contract with Brodart Company for a one-year period in an amount not to exceed $285,000 (Parks, Recreation & Community Services Agency) - Finance & Management Services 22B SPEC. NO. 08-077 - HEATING, VENTILATION, AND AIR CONDITIONING MAINTENANCE AND REPAIRS - Renew the contract with Adelphia, Inc. d/b/a Chandler's Air Conditioning and Refrigeration for a one-year period in an annual amount not to exceed $50,000 - Finance & Management Services 22C SPEC. NO. 08-046 - CHARTER BUS SERVICE - Renew the contract with Certified Transportation Services, Inc. in an amount not to exceed $55,000 - (Parks, Recreation & Community Services Agency and Police Department) - Finance & Management Services 22D SPEC. NO. 09-036 - TRANSPORTATION SERVICES FOR THE SENIOR CENTERS - Renew the contract with JFK Transportation Company for a one-year period in an annual amount not to exceed $50,000 (Parks, Recreation & Community Services Agency) - Finance & Management Services 22E SPEC. NO. 12-042 - BALLISTIC PLATES AND CARRIERS - Award a contract to Galls, LLC in an amount not to exceed $42,000. (Police Department) - Finance & Management Services 22F SPEC. NO. 08-075 - COPIER LEASES AND MAINTENANCE SERVICES - Amend the contract with Ricoh Americas Corporation to allocate funds for the remaining two years of the copier leases and maintenance services term, in an annual amount not to exceed $100,000. - Finance & Management Services PROJECTS/CHANGE ORDERS 23A CONTRACT AWARD FOR JEROME PARK IMPROVEMENTS: (PROJECT NOS. 127527, 127528, 127529, 127530) NON GENERAL CITY COUNCIL MINUTES 8 JULY 2, 2012 1 0A-8 FUND - Public Works Agency, Parks, Recreation, & Community Services and Community Development Agency * MOTION: 1. Award a contract to Excel Paving Company, Inc., the lowest responsible bidder, in accordance with the bid quantity prices in the amount of $738,173 for construction of the Jerome Park Improvements; 2. Approve a funding analysis with a total estimated construction cost of $958,613. * Vote and approval considered simultaneously with Agenda Item 25L. 23B CONTINGENCY INCREASE WITH R.J. NOBLE COMPANY FOR RESIDENTIAL STREET REPAIR - PHASE 16 (PROJECT NO. 126753) NON GENERAL FUND - Public Works Agency and Community Development Agency MOTION: Increase the contingency for the contract with R.J. Noble Company for Residential Street Repair, Phase 16, by $500,000, and authorize the City Manager to execute change orders in an amount not to exceed the authorized contingency. AGREEMENTS 25A AGMT NO. 2012-144 - INTERIM MANAGEMENT ASSISTANCE SERVICES AND THE DEVELOPMENT OF A STRATEGIC PLAN- City Manager's Office Councilmember Sarmiento requested clarification on scope of work. City Manager Walters reported that contract would allow for continued service with Management Partners on strategic planning and part-time Assistant City Manager to work on development projects. Councilmember Benavides commented that strategic plan, goals and objections forthcoming. Councilmember Martinez requested a time line and next steps be included in strategic plan and City Council vision. Mayor Pulido expressed support for strategic plan efforts. MOTION: Authorize the City Manager and Clerk of the Council to execute an agreement with Management Partners Inc. at a monthly amount not to exceed $20,000, subject to non-substantive changes approved by the City Manager and City Attorney. CITY COUNCIL MINUTES 9 JULY 2, 2012 1 0A-9 MOTION: Sarmiento VOTE: SECOND: Benavides Alvarez, Benavides, Sarmiento, Tinajero (6) None (0) None (0) Bustamante (1) AYES: NOES: ABSTAIN: ABSENT: Martinez, Pulido, 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 25B, and 25D through 25K) 25B AGMT NO. 2012-145 - STATE GOVERNMENT LIAISON SERVICES - With Townsend Public Affairs for an annual amount not to exceed $50,000 - City Manager's Office 25C FEDERAL GOVERNMENT LIAISON SERVICES.- City Manager's Office MOTION: Continue consideration of matter for 30 days (August 6, 2012 City Council Meeting). MOTION: Martinez SECOND: Sarmiento VOTE: AYES: Alvarez, Benavides, Martinez, Pulido, Sarmiento, Tinajero (6) NOES: None (0) ABSTAIN: None (0) ABSENT: Bustamante (1) 25D AGMT NO. 2012-146 - AMENDMENT - AUTOMATED PARKING CITATION PROCESSING SYSTEM - With Phoenix Group Information Systems in an amount not to exceed $100,000 for a six month extension (Public Works Agency and Community Development Agency) - Police Department CITY COUNCIL MINUTES 10 JULY 2, 2012 1 0A-10 25E AGMT NO. 2012-147 - MEMORANDUM OF UNDERSTANDING (MOU) - With the Police Management Association (PMA) regarding wages and other terms and conditions of employment resulting in a one-year extension to expire on June 30, 2014 - Personnel Services Agency Mayor Pro Tern Alvarez commented on subsections 6 and 7 - the City Council approved as part of its Fiscal Policy that the City would not allow mandatory staff requirements or overtime. Would like to make it clear that language in contract does not intend to circumvent Fiscal Policy. *Councilmembers Sarmiento and Martinez abstained due to conflicts of interest. 25F AGMT NO. 2012-148 - AMENDMENT - DOWNTOWN GENERAL MAINTENANCE SERVICES AND GUARDRAIL, BOLLARD AND CHAIN LINK FENCE REPAIR - With Orange County Contractors Services dba Orange County Mailboxes and Construction in an amount not to exceed $55,000 through June 30, 2013 (Community Development Agency) - Public Works Agency 25G AGMT NO. 2012-149 - COOPERATIVE - IMPLEMENTATION OF FAIRVIEW TRAFFIC SIGNAL SYNCHRONIZATION (PROJECT 126769) NON GENERAL FUND - With the City of Costa Mesa - Public Works Agency 25H AGMT NO. 2012-150 - AMENDMENT - GO LOCAL PROJECT MANAGEMENT OVERSIGHT (PROJECT NO. 092505) - Public Works Agency Continued from the June 18, 2012 City Council Meeting by a vote of 5-0 (Benavides and Martinez absent) Councilmember Martinez requested that the City Council continue to be appraised on project and meet on a regular basis. Councilmember Sarmiento noted that fund adjustments have had to be approved recently. Urged staff to keep all informed. Mayor Pro Tern Alvarez supports project and requested that information and status reports be shared with all City Councilmembers. Mayor Pulido noted that City has opportunity to have $180 million allocated for the Project. CITY COUNCIL MINUTES 11 JULY 2, 2012 1 0A-11 MOTION: Authorize the City Manager and Clerk of the Council to execute an amendment to the agreement with Cindy Krebs Consulting, Inc. to extend the term of the contract to April 30, 2013 in the amount of $165,000, subject to non-substantive changes approved by the City Manager and City Attorney. MOTION: Martinez VOTE: AYES: SECOND: Tinajero Alvarez, Benavides, Sarmiento, Tinajero (6) NOES: ABSTAIN: ABSENT: None (0) None (0) Bustamante (1) Martinez, Pulido, 251 AGMT NO. 2012-151 - AMENDMENT - CABLE AUDIT SERVICES - With Communications Support Group in an amount not to exceed $20,000, for a total not to exceed amount of $98,000 - Parks, Recreation & Community Services Agency 25J LEISURE CLASS INSTRUCTORS - Parks, Recreation & Community Services Agency • AGMT NO. 2012-152 - AMENDMENT - With Martin Torres for Karate Do Kai instruction, extending the term one-year, and adding $30,000 for next fiscal year. • AGMT NO. 2012-153 -AMENDMENT -With Choc Le for Tae Kwon Do instruction, extending the term one-year, and adding $30,000 for next fiscal year. 25K AGMT NO. 2012-154 - SEXUAL ASSAULT EVIDENCE COLLECTION - With AHMC Anaheim Regional Medical Center (ARMC) - Police Department 25L AGMT NO. 2012-155 - JOINT USE OF MONTE VISTA ELEMENTARY SCHOOL AND JEROME PARK SITES - Parks, Recreation & Community Services Agency CITY COUNCIL MINUTES 12 JULY 2, 2012 1 0A-12 Councilmember Benavides commented on significant improvements at Jerome Park through approval of Agenda Items 23A and 25L. Neighborhood has been active in seeking improvements. Gerardo Mouet, Executive Director of Parks and Recreation noted that civic engagement has enhanced joint use opportunities; various improvements include improved public access, parking lot, fencing and lighting improvements. Councilmember Benavides thanked staff for efforts. Councilmember Martinez noted that PREY Committee considered the matter; thanked Councilmember Benavides and Santa Ana Unified School District Superintendent for leadership and partnership; open space vital, however want to make sure programs are sustainable. MOTION: Authorize the City Manager and Clerk of the Council to execute an agreement with the Santa Ana Unified School District (SAUSD), subject to non-substantive changes approved by the City Manager and City Attorney. MOTION: Benavides SECOND: Martinez VOTE: AYES: Alvarez, Benavides, Martinez, Pulido, Sarmiento (5)* NOES: None (0) ABSTAIN: None (0) ABSENT: Bustamante, Tinajero (2) *Vote and approval considered simultaneously with Agenda Item 23A. LAND USE MATTERS CONDITIONAL USE PERM ITIVARIANCES 31A CONDITIONAL USE PERMIT NO. 2012-08 TO ALLOW THE AFTER HOURS OPERATION AT A NEW 7-ELEVEN AT 1441 WEST MACARTHUR BOULEVARD - BARRY HAMMOND, APPLICANT - Planning and Building Agency Recommended action approved by the Planning Commission on June 11, 2012, by a vote of 5-0 (Gartner and Turner absent). CITY COUNCIL MINUTES 13 JULY 2, 2012 1 0A-13 MOTION: Receive and file the staff report approving Conditional Use Permit No. 2012-08 as conditioned. **END OF CONSENT CALENDAR** BUSINESS CALENDAR ITEMS RESOLUTIONS 55A WORKFORCE INVESTMENT ACT TITLE 1 SUB-GRANT FOR PROGRAM YEAR 2012-2013 - Community Development Agency MOTION: Adopt a resolution. RESOLUTION NO. 2012-030 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE ALL NECESSARY DOCUMENTS FOR THE WORKFORCE INVESTMENT ACT SUB-GRANT WITH THE STATE OF CALIFORNIA, WORKFORCE INVESTMENT DIVISION MOTION: Alvarez SECOND: Benavides VOTE: AYES: Alvarez, Benavides, Martinez, Pulido, Sarmiento (5) NOES: None (0) ABSTAIN: None (0) ABSENT: Bustamante, Tinajero (2) REPORTS 65A SANTORA BUILDING AD HOC REPORT - City Attorney's Office Councilmember Benavides commented on historic significant of Santora Building; United Artist of Santa Ana organized to address concerns with prospective buyer; encouraged all to continue engagement. Councilmember Tinajero commented on exciting time in arts movement. Councilmember Martinez thanked all for meeting with the City Council and setting the foundation to make arts a priority. CITY COUNCIL MINUTES 14 JULY 2, 2012 1 0A-14 Councilmember Sarmiento noted that arts movements started many years ago; would like to have the City Council reconsider Arts Council; cultural and economic benefits. MOTION: Receive and file. MOTION: Benavides VOTE: AYES: SECOND: Alvarez Alvarez, Benavides, Sarmiento, Tinajero (6) Martinez, Pulido, NOES: ABSTAIN: ABSENT: 65B None (0) None (0) Bustamante (1) DISCUSSION OF PROPOSED SUNSHINE REGULATIONS - City Attorney's Office Councilmember Tinajero expressed support for transparent and open government; directed staff to draft sunshine ordinance that will promote civic engagement, participation and inclusion. Councilmember Sarmiento noted that Councilmember Tinajero chairs the Code of Ethics and Conduct Committee that considered the matter; directed staff to continue to work with coalitions; proposed ordinance will make Santa Ana one of the most open governments in the State and information more accessible. Mayor Pro Tern Alvarez supports action; thanked SACReD for efforts. MOTION: Direct the City Attorney to continue to work with the SACReD and OCCOG coalitions in preparing a Sunshine ordinance. MOTION: Tinajero VOTE: AYES: NOES: ABSTAIN: ABSENT: Martinez, Pulido, CITY COUNCIL MINUTES SECOND: Sarmiento Alvarez, Benavides, Sarmiento, Tinajero (6) None (0) None (0) Bustamante (1) 15 JULY 2, 2012 1 0A-15 PUBLIC HEARINGS 75A PUBLIC HEARING - 2012/13 SUPPLEMENTAL LAW ENFORCEMENT SERVICES FUND GRANT - Police Department Legal Notice published in the O.C. Reporter on June 22, 2012. Mayor Pulido opened the Public Hearing. There were no speakers and the Hearing closed. MOTION: Adopt a resolution. RESOLUTION NO. 2012-031 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA TO APPROVE THE PROPOSED EXPENDITURE PLAN FOR THE 2012-2013 SUPPLEMENTAL LAW ENFORCEMENT SERVICES FUND MOTION: Martinez SECOND: Alvarez VOTE: AYES: Alvarez, Benavides, Martinez, Pulido, Sarmiento, Tinajero (6) NOES: None (0) ABSTAIN: None (0) ABSENT: Bustamante (1) 75B PUBLIC HEARING - RECOVERY OF UNCOLLECTED COSTS FOR ABATEMENT OF DANGEROUS AND ABANDONED BUILDINGS - Planning and Building Agency Legal Notice published in the O.C. Reporter on June 22, 2012 and notices mailed on June 21, 2012. Mayor Pulido opened the Public Hearing. There were no speakers and the Hearing closed. MOTION: Adopt a resolution. RESOLUTION NO. 2012-032 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA OVERRULING OBJECTIONS TO AND CONFIRMING THE COSTS OF SECURING AND DEMOLITION OF CITY COUNCIL MINUTES 16 JULY 2, 2012 1 0A-16 VARIOUS STRUCTURES DECLARED TO BE PUBLIC NUISANCES; MAKING, CONFIRMING AND LEVYING ASSESSMENTS FOR SUCH COSTS; AND ORDERING SUCH COSTS TO BE RECORDED WITH THE ORANGE COUNTY RECORDER MOTION: Sarmiento VOTE: AYES: NOES: ABSTAIN: ABSENT: SECOND: Martinez Alvarez, Benavides, Sarmiento, Tinajero (6) Martinez, Pulido, None (0) None (0) Bustamante (1) 75C PUBLIC HEARING - WEED ABATEMENT PUBLIC NUISANCE REPORT FOR FISCAL YEAR 2011-2012 - Public Works Agency Legal Notice published in the O.C. Reporter on June 22, 2012 and notices mailed on June 21, 2012. Mayor Pulido opened the Public Hearing. There were no speakers and the Hearing closed. MOTION: Adopt a resolution. RESOLUTION NO. 2012-033 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA CONFIRMING THE COSTS OF WEED, RUBBISH AND GARBAGE ABATEMENT: MAKING, CONFIRMING, AND LEVYING ASSESSMENTS FOR SUCH COSTS; AND ORDERING A COPY THEREOF TO BE FILED WITH THE COUNTY AUDITOR, ASSESSOR AND TAX COLLECTOR MOTION: Martinez SECOND: Tinajero VOTE: AYES: Alvarez, Benavides, Sarmiento, Tinajero (6) NOES: None (0) ABSTAIN: None (0) ABSENT: Bustamante (1) CITY COUNCIL MINUTES 17 Martinez, Pulido, JULY 2, 2012 1 0A-17 THE CITY COUNCIL MEETING RECESSED AT 9:00 P.M. TO THE HOUSING AUTHORITY MEETING, FOLLOWED BY THE SUCCESSOR AGENCY MEETING; THE CITY COUNCIL MEETING RECONVENED AT 9:02 P.M. WITH SAME MEMBERS PRESENT. COUNCIL AGENDA ITEMS Pursuant to Santa Ana Charter Section 411, any member of the City Council may place items on the City Council Agenda to be considered by the City Council. 85B DIRECTIONS TO PREPARE REQUEST FOR PROPOSALS (RFP) FOR DOWNTOWN DEVELOPMENT OPPORTUNITIES - Sponsored by Councilmembers Martinez and Sarmiento, and co-sponsored by Mayor Pulido MOTION: Direct staff to reconvene the Development Council Committee; allow Committee to analyze matter and bring back to the City Council for consideration. MOTION: Sarmiento SECOND: Tinajero VOTE: AYES: Alvarez, Benavides, Martinez, Pulido, Sarmiento, Tinajero (6) NOES: None (0) ABSTAIN: None (0) ABSENT: Bustamante (1) Mayor Pulido and Councilmembers Martinez and Sarmiento declared conflicts of interest on Agenda Item 85A and recused themselves. They left the dais. Mayor Pro Tern Alvarez assumed the Chair, with remaining Councilmembers Benavides and Tinajero present. A quorum of the Santa Ana City Council was not present. ADJOURNED - 9:16 P.M. the Regular Meeting of July 2, 2012 was adjourned due to lack of quorum. The next meeting of the City Council is scheduled for Monday, July 16, 2012 at 5:00 p.m. for the Closed Session Meeting immediately followed by the Regular Open Business Meeting at 5:45 p.m. in the Police Community Room, 60 Civic Center Plaza, Santa Ana, California. CITY COUNCIL MINUTES 18 JULY 2, 2012 1 0A-18 Maria D. Huizar, Clerk of the Council COUNCIL AGENDA ITEM 85A ADDRESS PROPERTY AND BUSINESS IMPROVEMENT DISTRICT ("PBID") ISSUES AND CONCERNS INCLUDING BUT NOT LIMITED TO PROCESS FOR DISESTABLISHMENT, AMENDING RESOLUTION TO ADD PROCESS FOR DISESTABLISHMENT BY PROPERTY OWNERS, HOLDING ADVISORY ELECTION, AND SETTING PUBLIC HEARING FOR DISESTABLISHMENT (Mayor Pro Tern Alvarez and Councilmember Tinajero) Continued from the August 24, September 19, October 3, and October 17, and November 7, 2011 City Council meetings. At the request of Mayor Pro Tern Alvarez, public comments on Item 85A proceeded with the following members and staff present: Mayor Pro Tern Alvarez, Councilmembers Benavides and Tinajero, City Manager Walters , City Attorney Carvalho, and Clerk of the Council Huizar Discussion on Item 85A concluded at 11:20 p.m. CITY COUNCIL MINUTES 19 JULY 2, 2012 1 0A-19 1 OA-20 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JULY 16, 2012 TITLE: DESTRUCTION OF OBSOLETE CITY RECORDS CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ? As Recommended ? As Amended ? Ordinance on 15` Reading ? Ordinance on 2nd Reading ? Implementing Resolution ? Set Public Hearing For CONTINUED TO FILE NUMBER 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. DISCUSSION On July 3, 2006, the City Council approved a resolution outlining the records retention schedule for the agencies, departments, and offices of the City. City records are governed by the Public Records Act which provides the time in which records need to be kept. The Citywide Records Team compiled the Citywide Records Retention Schedule which sets forth the retention period for a particular record. The Municipal Code requires that the destruction of a City record be approved by the City Attorney. In accordance with Section 513 of the Citywide Records Retention Schedule Resolution, the City Attorney has approved the list of records proposed for destruction from the departments as outlined in the attached documents. FISCAL IMPACT There is no fiscal impact associated with this item. 19C-1 19C-2 I MEMORANDUM To: Laura Sheedy, Assistant City Attorney City Attorney's Office From: Executive Director of Finance & Management Services Date: June 21, 2012 Subject: REQUEST FOR DESTRUCTION OF RECORDS The Finance & Management Services Agency requests your consent to destroy city records relating to the Treasury Division on the attached listing, in accordance with the retention schedule outlined in City Council Resolution 2006-045. Thank you. Francisco Gutierrez LkI Attachments C: Christine C. Duarte, Treasury Division 19C-3 CITY OF SANTA ANA OBSOLETE RECORDS DESTRUCTION SCHEDULE FINANCE & MANAGEMENT SERVICES AGENCY - TREASURY DIVISION 2012 RECORD RECORD RECORD RECORD CATEGORY SERIES DESCRIPTION DATES BANKS Daily Bank Balance Reports of daily banking activity. Jun 2009 Report and Prior Deposit Slips Treasury's copy of all City deposit slips sent to bank Jun 2009 and Prior Returned Checks Copies of customer checks returned by bank, letters sent Y Jun 2009 and Prior to customers and other miscellaneous documents Statements Statements relating to investment banking. and Prior Transfer Activity Records Documents to the wiring of funds to/from bank pertaining 9 Jun 2009 accounts and Prior Jun 2009 BUSINESS Monthly Register Miscellaneous Business License Account Summary and Prior LICENSE TAX Reports Information reports. Deletion Records Deleted and/or cancelled accounts. Jun 2009 and Prior Gross Receipts & Business License Tax statements filed by business Jun 2009 Variable Assessments operators. and Prior Statements Miscellaneous Receipts Receipts for miscellaneous payments. Jun 2009 and Prior Original Applications Original business license tax applications. Jun 2009 and Prior Payment Records Statements relating to calculation and payment of Jun 2009 business license tax. and Prior Renewal Registration Statements relating to business owner information Jun 2009 Records and Prior Payments / Daily Cash Business License Tax payments received and processed Jun 2009 Receipts via Treasury cashiers. and Prior CHECKS Voided / Canceled Checks voided/canceled; issued by the City; includes Jun 2007 Checks & Related Housing Authority, Workers Compensation, Payroll and and Prior Reports Vendor; includes checks voided as a result of printer misalignment. 19C-4 FRECORDY TEGOR RECORD SERIES RECORD RECORD DESCRIPTION DATES CKS (cont.) Paid Paid checks issued by the City includes Housing Authority, Workers Compensafion Payroll and Vendo Jun 2007 , r checks. and Prior Transmission of all checks issued by City to List of all City checks issued to allow bank to clear checks through account for Positive Pay purposes Jun 2009 Bank. . and Prior DOG LICENSES Original Applications Application for Dog License; Including Rabies Vaccination Jun 2009 records. and Prior Reports Daily payment information; unpostables; renewals; noncompliance; tag list; penalties Jun 2009 and Prior Payments / Daily Cash Receipts Dog License payments received and processed via T Jun 2009 reasury Cashiers. and Prior Cancellations Dog Licenses cancelled Jun 2009 and Prior HOTEL VISITORS TAX Filing Records Original Registration Jun 2009 and Prior Payment Records Monthly filings and remittances Jun 2009 and Prior WATER ACCOUNTS Applications for Service Original copies of applications for installation of new water 009 service originated by Public Works ;and:Prior MUNICIPAL UTILITY Billing Register Reports Computerized reports detailing accounts billed & 2009 ACCOUNTS respective charges and Prior Work Orders Investigations of water meter notices and meter Jun 2009 exchanges and Prior Customer files Miscellaneous information / correspondence regarding Jun 2009 customer accounts and Prior Deposit Reports List of Municipal Utility Service accounts that have a Jun 220909 deposit ; and ior Payment Report Lists daily receipts processed via Treasury Cashiers to M i Jun 09 un cipal Utility Service accounts by account number and Prior Payments Daily receipts processed to Municipal Utility accounts by Jun 2009 Services account number and Prior Municipal Utility Services Municipal Utility service Refunds requests and backup Jun 2009 information and Prior Aging Report Lists balances of all Municipal Utility Service accounts Jun 2009 and Prior PARAMEDIC Billing Payments Paramedic Billing payments received by Treasury Jun 2009 and Prior PARKING CITATIONS Collections Itemization of citation payments collected by contract Jun 2009 service agency and Prior 19C-5 RECORD RECORD RECORD RECORD CATEGORY SERIES DESCRIPTION DATES PARKING Register Parking Citation Payments process by Treasury Staff Jun 2009 CITATIONS and Prior (cont ) . Amounts Written-off Report List of parking citations written-off by DMV Jun 2009 and Prior DiMVons Referred to Itemization of citations referred to DMV for collection Jun 2009 and Prior DMV Collections DMV parking citation Collections Jun 2009 and Prior REFUND REQUESTS Business Tax Office- Utility Users Tax; & Misc Refund requests to Treasury Division; includes supporting documentation Jun 2009 . Refunds and Prior TREASURY Daily Treasurer's Re orts Report of daily revenues received with detail payment i f Jun 2009 p n ormation and related working papers and Prior Treasury Investment A ti it d All documents pertaining to Investment Activity Jun 2009 c v y Recor s and Prior UTILITY USERS TAX (UUT) Exemption Applications Homeowners low income exemptions applications Jun 2009 and Prior Filing Records Original registrations Jun 2009 and Prior Maximum Tax Filings Annual registration and maximum tax payment records Jun 2009 and Prior Payment Records Monthly filings and remittances Jun 2009 and Prior PREPARED BY: Minerva H. Mancha Date Treasury Services Supervisor CONSENT BY: 7 L1 !Z Francisco Gutierr Date Executive Director Finance & Management Services RECORDS DESTROYED: 10 Number of Boxes APPROVED BY: 9. '\.. ?'.1GV ;71 //_Z Sonia R. arva X Date City Attorney 19C-6 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JULY 16, 2012 TITLE: DOWNTOWN SANTA ANA COMMUNITY MANAGEMENT DISTRICT ANNUAL REPORT CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ? As Recommended ? As Amended ? Ordinance on 1st Reading ? Ordinance on 2"d Reading ? Implementing Resolution ? Set Public Hearing For_ CONTINUED TO FILE NUMBER Approve the 2011-12 Downtown Santa Ana Community Management District annual report submitted by Downtown Inc.; 2. Authorize staff to submit the FY 2012-2013 Downtown Santa Ana Community Management District Special Assessment date to the Orange County Auditor-Controller by August 10, 2012. DISCUSSION On December 15, 2008, the City Council adopted a resolution establishing the Downtown Santa Ana Community Management District (CMD) and the levy of an assessment of the property owners within the District to fund various activities in the Downtown. The CMD plan provided that the initial tax assessment be levied in FY 2009-10 and that the operating term of the CMD be January 1, 2010 to December 31, 2014. The City entered into a management agreement with Downtown Inc. on June 9, 2009 to operate the Community Management District and to oversee the expenditure of the assessments collected during the five-year term of the CMD. The ordinance establishing the Community Management District and the management agreement with Downtown Inc. requires the submission of an annual report to the City Council containing the following information: 1) Any changes including, but not limited to, the boundaries of the CMD or any benefit zones within the district, the basis and method of levying the assessments, and any changes in the classification of property if a classification is used (Exhibit 1); 2) The improvements and activities to be provided for that upcoming fiscal year, to be presented at the meeting by Executive Director Vicky Baxter; 3) An annual budget for improvements and activity costs for the upcoming fiscal year (Exhibit 2); 19D-1 CMD Annual Report July 16, 2012 Page 2 4) The method and basis of levying the assessment in sufficient detail to allow each real property owner to estimate the amount of the assessment to be levied against his or her property for that fiscal year (Exhibit 3); 5) The amount of any surplus or deficit revenues to be carried over from a previous fiscal year (Exhibit 2); 6) The amount of any contributions to be made from sources other than assessments levied pursuant to this part (Exhibit 2). On August 24, 2011, the City Council modified the district boundaries to exclude territory from the CMD. The Council also approved the Management District Plan and Engineer's Report to reflect these boundary modifications. Downtown Inc. has recently submitted the 2011-12 annual report for the Downtown Santa Ana Community Management District and revised corporate bylaws (Exhibit 4). Based on the current issues regarding City Council conflicts of interest, staff is recommending that this action be continued until such time as there is a quorum of the City Council members eligible to take action on the item. Only upon City Council action to authorize the Downtown Inc. annual report/budget can the Downtown Community Management District special assessment data be submitted to the Orange County Auditor-Controller by the August 10, 2012 deadline. FISCAL IMPACT There is no fiscal impact associated with this action. a/Yl G?-c?it? Nancy T. E rds Interim Exec ive Director Community Development Agency NTE/kg Exhibit: 1. Boundary Map 2. Budget 3. Assessment Formula 4. Corporate Bylaws 19D-2 Downtown Inc. Community Management District Modified Boundaries EXHIBIT 1 19D-3 19D-4 a3 O W d O LSf N m .Q E Q C m a rn C Y LB a) C " m Q -0 Q O co U CO C o N O N C ? O N O CD °O °0 co M r 00 O Co O (fl O Cl) N 00 O (00 O M N Cl O O O O (D O M N 00 O O O 00 L() O (0 r O O O Cl M 0000 000 O 00 000 0000 000 O 00 000 - O _ r 0 0 L N (D 0 00 0 OOO Cl) N N r r r r (D CO M O O O (D LO (D O r O M N LO N M 0 0 0 O Co O (0 ?<MN O OO Ln N LA r r co 00 Cl) r O O O Co O Cl C) M M N N O LO N (D r r N r O It O O M r- LO O IT (0ON M I- r O O O O O O O O O 000 (D M r r LO IT O 00 ti M O (D M N 11-0 0 0 ti 0 0 0 0 0 0 0 0 000 0 O O 0 0 0 0 0 0 0 Lo 000 L') 00 O OOOO O 000 O O O 00 O 000 O 0(000 O 00 O 00 Ln0 LO r NO M O O 00 0 000 O M LO O 00 C V) (0 r LO O N r 00 (D r r 00 LO LO co 00 (D 0 0 0 O r (D co M N M N LO N N r r r (D Cl) r O r N r r r r r c E a c ? N c W a) Ln En c a) O (a (? m O C ch a) a) a) c -0 0 M CL E m x m c X p_ c Q m a) ° X (D m° m C C " U LL a) o N La )> 0 ° a) a) E CD U ° H a) U • C m ° a ° C ° ? 3 m o aS _ cn U c c c v i ` Q E C C U~ a) a) a) - 0 Y cp ? a) (D a) C C a) .'E N C a) U •fA Y > ` m n ?a L o aC) m ° -° U m 'm Q E U C L`o : ° w u) c a U) LL CL a) ?O? Q r- LL CO ate) m E W U m C uJ rn cm v C a) y>'+ m U C E (6 C U T Y w 0 h a) U) a cu a 19D-5 N F- m 2 X W O O O O O 0 0 0 0 0 0 0 0 0 0 0 00000 O O O N O O O O O 00000 0 0 0 0 0 0 0 0 000 00000 O O O 1? 0 0 0 0 0 O O LO O LO O N 0 w 0 0 0 Cl ' 0 0 0 LO co LO LO LO LO O LO 6 0 0 0 0 0 LO N r N r 00 'T '} N r M r C14 Cl) N N r N O r M N N N r r O 0 0 0 0 Co 0 O O O Co O LO O IT N (D O O Ln U) 00 N (0 00 O r N 00 It N r r M r O 0 0 0 0 0 0 0 O O 0 O O O LO O N O co O Ln O Ln LO O O O N O OD O r N N N OD IT N r r LO M r O 0 0 0 0 0 0 0 O O O O O O Ln O It N (D O O LO O Ln LO O O O N (D 00 M r Ln N N co It N r r Ln M r O 0 0 0 0 0 0 0 0 0 0 O O O Cl O O O O O O N O O O O O O 0Ln C) IT N(DOCD OO (0 IT 0 C) It 00 0001-00000 O LO N O M 0 r Ln N Ln Ln LO r LO O N r r LO In m 6 LO O O O O LO r M r d' r r r r O M N N N 00 O O O O 0 0 0 0 0 Cl 0 0 0 0 0 O Cl O O 0 0 0 0 0 OOOO ' C, IT NCD't OOO IT r0 U*) (D C) CD OOCD OO ( OU) U) U ) N (D 00 Or 1-NCD LO CD LnLn f?LO rr LO V)NMLC) L a 0-0 r r co N Q O m U M C O O O O O OOOOLr O In 0 0 0 0 0 0 0 0 O co 0 0 O O O O O O O O O O N O O O O O C N ) O O Ln O N 1- 00000000 O N (D OD O O C C O 000 O 00000 O 0001-000 LO0 LO N r N r r l l O0 't I (C) I Cl 0 0 O l LO 00 Ln LO LO 00 LO O Lo O O co N LO O N r T N r M r r t M N M N 1 - N V r N r Cl) N N N (7 O N r r r O N 0 a "C 0 a) Y o cn a) to 0 °n) E _ c G a) m a) LL_ > N a n m a) 3 C O C ui C (Ii a) in a c m w 0 Q -a _c '0 E _ rn. n C U) N J n .a s c c c'=W m m 0 a) cm a) ca > aai E n rn n na Qa)a)0"a Ew a) o m aEENnsc Q Q LL m a) _ a in E m a ' a)u)? (n v C (D U) a' W a) fl rn W a a a a' a' X O U) a ' a E C (n M C Q. c O m o _? C c a S a m w W LL a J O•U.> 01W a)Q caJ CLa O C fA ( 0 0 CL C (D a) CL a '` C •` (n 0 x ` to a a L sE o a a) " a a) m Q? O a >1 U m m 'n = E Co a- a) 3 E M- 0 E c c m n o- C6 0 CD a) (n t ` ) Z U LL O in O a) U C LA E m 3: m CA a1 0 O Q rn O Q U C m > a) +cn c m U) ? m c :3 O O . Q a O C O C C O U .r- LL ° a .(? ` O a c :3 Q A a a) C (n `O 'U .O c a) c a m L) E O a) N f0. a) w E 0 2 a) 3 U o N (B fA L ? r L C a) L 0 7 3 f 5 m 0 a) > C La "a O a) 00(n DL 2 <0z(D a) L_ N I-- m 2 X W 19D-6 O O r? o C) CD o C O - o ; ?rn IT to v r, N I- LO O O O O N q' tD N O r O co r O N L9) Cl) O 1` T- O O N tD O O 1- Cl) t? ? O ? M ti O N O cu W O cm O -a O m U M C a- O N O O I- N CUD) L6 O N 0Lr) 0 N N O O r to I tD I- V LO Lf) O O 0) O O N E ca c Q N ?- to N aci a > w 0. > tV x ?° w c U N u a) p r ` ° C/) Z) a i- a N H m 2 x W 19D-7 Downtown Incorporated 2012-2013 Draft Budget Estimated Revenue Property Tax Assessment 727,805.72 Membership Dues 3,600.00 Event Revenue 5,000.00 Sponsorships 10,000.00 746,405.72 Total Staff Salaries FT Salaries 185,000.00 Part Time Salaries 36,000.00 221, 000.00 Indirect Employer Cost Benefits 35,000.00 Payroll Taxes 20,000.00 Workers Compensation 2,500.00 Allowances 1,000.00 58, 500.00 Maintenance Maintenance Program 126,100.00 Office Maintenance 1,200.00 Maintenance Uniforms 1,000.00 128,300.00 Security Ambassador Program 115,000.00 115,000.00 Physical Enhancement Furniture, Fixture, and Equipment 8,000.00 Banners/Decor/Lighting 8,000.00 16,000.00 Marketing Marketing Discretionary 60,000.00 Public Relations 30,000.00 Website Maintenance 10,000.00 100, 000.00 Furniture, Fixture and Equipment Office Equipment Lease 5,000.00 Office Equipment Purchase 2,000.00 Other Fixtures and Equipment 1,500.00 Equipment/Facility Rental 2,000.00 Small tools and Equipment 1,250.00 11, 750.00 Operational Cost Office Lease 18,000.00 1 19D-8 Downtown Incorporated 2012-2013 Draft Budget Telephones 4,200.00 Electricity 4,600.00 Security System 800.00 Parking Perm itsNalidation 2,000.00 Interne/Email 1,000.00 Copying, Printing, Binding 3,000.00 Subscription, Publications, Books 1,000.00 34, 600.00 Services and Fees Accounting Services 12,000.00 Payroll Processing 3,000.00 Taxes, License, Permits, Fees, Other 2,000.00 17, 000.00 Office Supplies General Supplies Film/Printing/Copying/Developing 2,500.00 Refreshments (meetings) 800.00 Awards/Plaques/Trophies/Gifts 500.00 Small tools/Equipment 500.00 Maintenance Supplies 500.00 4,800.00 Other Conference/Workshop/Training 1,500.00 Dues/Membership/Fees 2,000.00 Subscriptions, Publications, Books 500.00 Postage 1,105.72 Meals & Entertainment/Travel Allowance 1,000.00 Advertisement/Publicity 3,000.00 Contribution/Support to other programs 2,000.00 Newsletter Production - Outside 2,250.00 Graphic/Artistic Design Services 2,500.00 Special Event Assistance 5,000.00 Unrestricted Funds 19,100.00 39, 955.72 Projected Revenue 746,405.72 Total Expenses 746,405.72 2 19D-9 19D-10 Assessment Formula. Street Frontage Fes + Land Arm Fes + SulMng Mee Fee + Parcel Fee 1. Stnglatarrft rssidentbd uses are set at a rate of 10 cents per squa a foot of bull ft pad, iron one do f e baths are set at a fiat rate o f$100 per unit ( dlud s residential condoe). 2. MukW t * ratderdial uses of rive or more units are set at 25 percent of mspecti«e base assessment rates (apartments). 3. Nonpwfto (501c3) ownedbaupied properties are sat at 25 percent of respective base assessment rates. 4 Bulking am are rapped at a floor area ratio (FAR) of 4.0. 5. Cloveirunwtownedloccupled properties Kit not be aesemad and will >eaeive no direct mv 6. Residential uses, regardless of the number of units, that are 100 percent prcjeot4*W rental assistance programs; far example, senior housing and ft Ice, wit not be assessed and wiA receive no direct seryicea 7. Mbmd4m pr opartieWcomplexes will generally be wessed based on prorated roe, using brie following guidelines: CwnmudaNOlfice condos,- NO ttasi ri UM (MAMA owners} a. Bung area fee at full bukkV area fee rate (sh%ctured panirkag area excluded) b. Land area fee at NO land area fee rate but prof for each unit based on ratio of unit building area to total Widkrg area. a Frontage fee at full frontage rate but prorated for each unk based on redo of unit building area to total building area. a f?ixsd-ties Bernet` ?rourxkFloor f?ommercai Sri ter F? (etrnple owrnerl a. Suff*V area file at M rate for cornmerdal area and 25 percent commercial rate for residential are (atrucixid parking area aradtrdad). b. Land an fee at full land area fee ratt a Frontage tee st fultfrontage rasa. Mbco"seCowlos• GMyN twr coax mn:Ul'snd Uboer-lour R"WoMW (multigb oywwali a &Aft area fee at full rate for conxne vial pod areas and 10 cents par square foot d balding pad area, per residential condo unit (stnrdured perking am OdAxw. b. Land arse foe at U band arcs fee rate for commercial pad foctprl nt a Frontage fee at full frontage note formnmorofet as s (ground floor dr sct frontage). d. Live, work condo amts w#rere there is a dawn and Iagally defined dbaftion between wort specs and WN vmw4A be aaased using a won of a, b, and c above. Street Frontage Fee is cal xMW by multiplying the linear feet of shot frontage of a parcel by ere Street Frontage Rob (i6 per foot). Lanni Mee Fee is calculated by multiplying tine swore footage of ft parcel by the Land Area Rob (10 cents per square foot) BulkI ng Area Fee is caladatsd by multiplying the square footage of a structure, as derived from its gross exteft L ions, by the Building Area Rats (15 cents per tnquare foot). Fiat Parcel Fee - each kxibviduai Assessor's Parcel is ame`sed the Flat Parcel Rob ($M). Street Frontage Rate Land Area Rib Buiki>irtg Ara We Flat Parcel Raft $6.00 per lirwar foot 100 per square foot 15¢ per square foe $425 per parcel EXHIBIT 3 47 19D-11 19D-12 BYLAWS OF DOWNTOWN INCORPORATED Revised 2011 ARTICLE I. NAME AND PURPOSE SECTION 1. NAME The name of this Corporation shall be Downtown Incorporated. SECTION 2. GENERAL PURPOSE This Corporation is a nonprofit mutual benefit Corporation organized under the California Nonprofit Mutual Benefit Corporation Law. In general, the purpose of this Corporation is to engage in any lawful act or activity for which a Corporation may be organized under such law. SECTION 3. SPECIFIC PURPOSE The specific purpose of this Corporation is to enhance and promote the unique and varied economic interests of Downtown as the historic, cultural, and commercial heart of the community of Santa Ana. SECTION 4. LIMITATIONS (a) This Corporation is not organized, nor shall it be operated, for pecuniary gain or profit, and it does not contemplate the distribution of gains, profits, or dividends to the members thereof or to any private shareholder or individual as defined in appropriate sections of the Internal Revenue Code. (b) Notwithstanding any of the above statements of purpose, this Corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the specific purposes of this Corporation. (c) The property, assets, profits, and net income of this Corporation are dedicated irrevocably to mutual benefit purposes, and no part of the profits or net income of the organization shall ever inure to the benefit of any member, director, trustee, officer of the Corporation or to the benefit of any private individual. (d) This Corporation shall not participate in or intervene in (Including the publishing and distribution of statements) any political campaign on behalf of any candidate for public office. SECTION 5. DISTRICT BOUNDARIES The Santa Ana Community Management District (CMD) encompasses properties shown on the Downtown map which is attached as Attachment A and made a part of these Bylaws. SECTION 6. USE OF THE TERMS "ASSOCIATION" AND "CORPORATION" The word "Corporation" as used in these Bylaws shall mean Downtown Incorporated. EXHIBIT 4 19D-13 ARTICLE II. PRINCIPAL OFFICES SECTION 1. PRINCIPAL OFFICE The principal office of Downtown Incorporated for the transaction of its business shall be located within the District identified in Article I, Section 5 of these Bylaws, in the city of Santa Ana, county of Orange, state of California, at such location as the Board of Directors may determine from time to time. SECTION 2. CHANGE OF ADDRESS The Board of Directors may change the principal office from one location to another within the named city by action properly noticed and duly taken at a regular meeting of the Board of Directors. Notice of said change of address shall be given to all members within thirty (30) days following the Board's action. SECTION 3. OTHER OFFICES The Corporation may also have offices at such other places, within or without the state of California, where it is qualified to do business, as its business may require and as the Board of Directors may, from time to time, designate. ARTICLE III. MEMBERSHIP SECTION 1. GROUPS, RIGHTS AND QUALIFICATIONS Downtown Incorporated shall have (3) classifications of members as follows: (a) Regular Members. Regular membership shall be open to the following: Group 1 - (Non-Residential Property Owner Any) Any person, partnership, firm, Corporation, or entity who owns non-residential real property within the Downtown Santa Ana Community Management District as described in Article I Section 5 of these Bylaws. Group 2 - (Residential Property Owner) Any person, partnership, firm, Corporation, or entity who owns residential real property within the Downtown Santa Ana Community Management District as described in Article I Section 5 of these Bylaws. Group 3 - (Mixed use Property Owner) Any person, partnership, firm, Corporation, or entity who owns real property generally considered suitable for "live-work" uses within the Downtown Santa Ana Community Management District as described in Article I Section 5 of these Bylaws. 2 1901-14 Rights of Regular members are as follows: 1. May serve on The Board of Directors; 2. Committee Participation, including chair; 3. Attendance at all corporation functions; 4. Voting on all issues brought before the corporation membership (b) Associate Members. Open to all others not eligible for Regular Membership. Rights of Associate Members are as follows: 1. Committee participation, excluding chair; and 2. Attendance at all corporation functions (c) Advisory Membership. Open to organizations selected by the Board of Directors which are not eligible for Regular Membership, including the Santa Ana Police Department, City of Santa Ana Economic Development, etc. Rights of Advisory members are as follows: 1. May serve on the Board of Directors; 2. Committee participation, including chairing a committee; 3. Attendance at all Corporate functions; 4. Shall not have the right to vote. SECTION 2. ELIGIBILITY (a) Regular Members. All Regular Members within the District described in Article I Section 5 of these Bylaws is automatically eligible to have one (1) representative as a Regular Member of Downtown Incorporated. (b) Associate Members. Any person or entity who submits an application to the Board of Directors, or who is invited by the Board, to become an Associate Member, is eligible to be an Associate Member of Downtown Incorporated. (c) Limits on Membership. No member shall hold more than one membership in Downtown Incorporated. SECTION 3. QUALIFICATIONS AND ADMISSION (a) Regular Members. Any person designated for Regular Membership in Downtown Incorporated who agrees to be bound by the Articles of Incorporation of Downtown Incorporated, by these Bylaws, and by the rules and regulations adopted by the Board of Directors, may apply to become a Regular Member of Downtown Incorporated by executing and filing with the Secretary of Downtown Incorporated an application for membership and making payment of dues as prescribed from time to time by the Board of Directors. Upon approval by the Board of Directors, the applicant shall become a Regular Member of Downtown Incorporated. (b) Associate Members. Any other person may apply for Associate Membership in Downtown Incorporated by executing and filing with the Secretary of Downtown Incorporated an application for membership and making payment of dues as prescribed from time to time by the Board of Directors. Upon approval by the Board of Directors, the applicant shall become an Associate Member of Downtown Incorporated. 19D-15 SECTION 4. DUES The Board of Directors shall, in its discretion, set an initial membership fee and/or annual dues for each new Regular and Associate Member payable upon admission to membership in the corporation and each year thereafter. Dues shall be assessed against Members in such manner and in such amounts as may from time to time be prescribed by the Board of Directors. Regular Members paying special assessments under any type of special or benefit assessment district, the proceeds of which are used for the benefit of Downtown Incorporated, shall have their annual dues waived. SECTION 5. NUMBER OF MEMBERS There is no limit on the number of members Downtown Incorporated may admit to any member class or to Downtown Incorporated overall. SECTION 6. RECORD DATE OF MEMBERSHIP AND NOTICE OF DESIGNATION For purposes of determining the members entitled to receive notice of and to vote at any meeting, the Board of Directors may fix, in advance, a record date which shall not be more than sixty (60) days nor fewer than ten (10) days before the date of any such meeting and, in this event, only members of record at the close of business on the date so fixed are entitled to receive notice and to vote, except as otherwise provided in California Nonprofit Corporation Law. Each property owner eligible to have a representative as a Regular Member of Downtown Incorporated shall submit its written designation to the Secretary at least fifteen (15) days prior to the annual members meeting. SECTION 7. TERM Each Regular Member is entitled to represent his or her property until such time as the property owner submits a letter to the Secretary designating another individual to be that property's representative. SECTION 8. TRANSFERABILITY OF MEMBERSHIP Neither the membership in Downtown Incorporated nor any rights in the membership may be transferred or assigned for value or otherwise. SECTION 9. NONLIABILITY OF MEMBERS No member, or the property he or she represents, shall be personally liable for the debts, liabilities, or obligations of Downtown Incorporated. SECTION 10. SUSPENSION/TERMINATION OF MEMBERSHIP -CAUSES Membership of any member shall be suspended or terminated upon occurrence of any of the following events: (a) The resignation of the member. 4 1901-16 (b) The failure of the property represented by the Regular Member to pay the annual dues or any charges, fees, taxes, or assessments imposed. Such membership and respective membership rights shall be held in suspension until such time as the entire fee, including any penalties and interest, are paid. (c) The determination by the Board of Directors, or a committee designated to make such determination, that the member has failed in any material and serious degree to observe the Articles of Incorporation, these Bylaws, or the rules and regulations adopted by the Board of Directors. Any member whose membership is terminated either pursuant to this Article or by virtue of no longer qualifying for membership (Regular Members only), shall automatically have his or her respective rights terminated. SECTION 11. SUSPENSIONITERMINATION OF MEMBERSHIP -PROCEDURE Any member subject to suspension or termination, with the exception of automatic termination for the nonpayment of dues, shall have the right to be heard by the Board of Directors at a meeting called for that purpose. Following a determination that a member should be expelled pursuant to Article III Section 10c of these Bylaws, the following procedures shall be implemented: (a) Notice shall be sent by United States First Class or Registered Mail to the most recent address of the member as shown on Downtown Incorporated's records, setting for the proposed suspension/termination and the reasons therefore. Such notice shall be sent at least fifteen (15) days before the proposed effective date of the suspension/termination. (b) The member being expelled shall be given an opportunity to be heard, either orally or in writing, at a hearing to be held no fewer than five (5) days before the effective date of the proposed suspension/termination. The hearing shall be held by a special committee composed of not fewer than three (3) Directors appointed by the President (ora designee appointed by the Board if the President is the culprit). The notice to the member of his or her proposed suspension/termination shall state the date, time, and place of the hearing on the proposed suspension/termination. (c) Following the hearing, the committee shall decide whether the member should, in fact, be terminated, suspended, or sanctioned in some other way. The decision of the committee shall be final. (d) The termination, suspension, or sanctioning of a Regular Member shall not reduce the represented property owner's power under Article III Section 2(a) to designate another individual for Regular Membership unless such termination, suspension, or sanctioning is due to the failure of the property owner to pay any charges, fees, taxes, or assessments imposed, in which case, such business shall not be eligible to designate a Regular Member pursuant to Article III Section 2(a) of these Bylaws. 19D-17 SECTION 12. RIGHTS (a) Voting. (i) The voting rights of each Regular Member are: Group 1 shall be entitled to ten (10) votes when voting on any corporation matter. Group 2 shall be entitled to one (1) vote when voting on any corporation matter. Group 3 shall be entitled to two (2) votes when voting on any corporation matter. (ii) The voting rights of each Associate Members are: Associate Members shall be entitled to participate in the discussions of the membership, but shall not be entitled to vote. (b) Property Rights. No member, or the property he or she represents, shall have any right or interest in any property or assets of Downtown Incorporated. (c) Right to Inspect. Each and every Regular Member shall have the following inspection rights, for a purpose reasonably related to such person's interest as a member to: (i) Inspect and copy the record of all members' names, addresses, and voting rights, at reasonable times, upon five (5) business days' prior written demand on Downtown Incorporated, which demand shall state the purpose for which the inspection rights are requested. (ii) Obtain from the Secretary of Downtown Incorporated, upon written demand and payment of a reasonable charge, a list of the names, addresses, and voting rights of those members entitled to vote for the election of Directors as of the most recent record date for which the list has been compiled, or as of the date specified by the member subsequent to the date of demand. The demand shall state the purpose for which the list is requested. The membership list shall be made available within ten (10) business days after the demand is received. (iii) Inspect at any reasonable time the books, records, or minutes of proceedings of the members or of the Board or committees of the Board, upon written demand on Downtown Incorporated by the member, for a purpose reasonably related to such person's interests as a member. (iv) Downtown Incorporated Membership materials may only be used in connection with business of downtown Incorporated as set forth in Article I. Section 3. Specific Purpose of these bylaws. The unauthorized use of downtown Incorporated Membership materials is cause for suspension or termination of membership. 6 19D-18 (d) Board of Directors. Each Regular Member in Group 1 shall be eligible to seek election to serve on the Board of Directors. Each Regular Member from Group 2 and Group 3 shall be eligible to be appointed to serve on the board of Directors as provided for under Article V. Section1 of these bylaws. (e) Committees. Each Regular Member and Associate Member shall have the right to serve on committees. Regular Members may serve as chair of a committee; Associate Members may not serve as chair. SECTION 13. MEMBERSHIP BOOK Downtown Incorporated shall keep, to the best of its ability, in written form, or in any form capable of being converted into written form, a membership book containing the name, address, and class of each member. The book shall also contain the facts of termination and the date on which such membership ceased. Such book shall be kept at the principal office of Downtown Incorporated and shall be subject to the rights of inspection required by law and as set forth in Article III Section 12(c) and Article X Section 5 of these Bylaws. other means of written communication. An affidavit of mailing or other means of giving any notice of any members' meeting which is executed by the Secretary, an Assistant Secretary or any transfer agent of the Corporation shall be prima facie The record of names and addresses of the members of Downtown Incorporated shall constitute the membership list of Downtown Incorporated and shall not be used, in whole or in part, by any person for any purpose not reasonably related to a member's interest as a member. ARTICLE IV. MEETINGS OF MEMBERS SECTION 1. PLACE All meetings of the Regular Members shall be held at such place as may be designated by the Board of Directors. In the absence of such designation, the meeting shall be held at the principal office of Downtown Incorporated. SECTION 2. ANNUAL MEETINGS An annual meeting of the Regular Members of Downtown Incorporated shall be held during the month of April of each year for the purpose of transacting such business as may properly be brought before the membership. SECTION 3. REGULAR MEETINGS OF MEMBERS Regular meetings of the membership shall be held as designated by the Board of Directors. Such time and location of regular meetings shall be scheduled, to the greatest extent possible, for the benefit and convenience of Downtown Incorporated's membership so as to encourage attendance and active participation. Notice of the time and place of regular meetings of members shall be provided at least ten (10) days in advance of each meeting. 7 19D-19 SECTION 4. SPECIAL MEETINGS Special meetings of the Regular Members for the purpose of taking any action permitted under the California Nonprofit Corporation law and the Articles of Incorporation of Downtown Incorporated may be called at any time by the Board of Directors or the President or the Treasurer or upon written request of not less than five percent (5%) of the Regular Members of Downtown Incorporated. The special meeting shall be scheduled by the President to be held no fewer than twenty (20) nor more than forty-five (45) days after such meeting request is received by the Secretary. Notice of any special meeting requested by the Regular Members, as provided for above, shall be given by personal delivery or United States First Class mail to each of the Regular Members, within ten (10) days after the receipt of the request. SECTION 5. CONDUCT OF MEETINGS (a) Meetings of Regular Members shall be presided over by the President or, in the President's absence, by the vice President or, in the absence of both, by a chair chosen by a majority of the members present in person. (b) The Secretary shall act as Secretary at all meetings of Regular Members provided that, in the Secretary's absence, the presiding officer shall appoint another person to act as the Secretary of the meeting. (c) Meetings shall be governed by Robert's Rules of Order, as such rules may be revised from time to time, insofar as such rules are not inconsistent or in conflict with these Bylaws, with the Articles of Incorporation, or with law. SECTION 6. NOTICE OF MEMBERSHIP MEETINGS (a) Notice to be Given. Except as provided in Article IV Section 4 of these Bylaws, whenever the members are required or permitted to take any action at a meeting, notice of the meeting of the Regular Members shall be given by the Secretary at least ten (10) days but not more than ninety (90) days prior to the date of the meeting. Notices may be personally delivered to a Regular Member or mailed by United States First Class Mail to the address of the property which the Regular Member represents. The notice shall specify the date, place, and hour of the meeting and, in the case of a special meeting, shall specify the general nature of each matter to be considered. The notice of any meeting at which Directors are to be elected shall include the names of all those who are nominees at the time the notice is given. (b) Manner of Giving Notice. Notice of any meeting of the members shall be given in writing either personally or by United States First Class Mail or telegraphic facsimile or electronic mail or other written communication, charges prepaid, addressed to each member at his or her address appearing on the books of Downtown Incorporated or given by such member to Downtown Incorporated for the purpose of notice. Any notice shall be deemed to have been given at the time when delivered personally or sent by electronic mail or deposited in the mail or sent by facsimile or evidence of the giving of such notice. 8 1901-20 SECTION 7. QUORUM A quorum for the transaction of business shall consist of five percent (5%) of the Regular Members. Each Regular Member counted for purposes of satisfying the quorum requirement must be present in person. SECTION 8. LOSS OF QUORUM The members present at a duly called or held meeting at which a quorum is present may continue to do business only until the withdrawal of enough members to leave less than a quorum. Any action taken after such withdrawal shall not be valid unless ratified pursuant to Article IV Section 11 of these Bylaws. SECTION 9. ADJOURNMENT FOR LACK OF QUORUM; NOTICE In the absence of a quorum, any meeting of members may be adjourned by a vote of a majority of the members present. No other business shall be transacted. When a meeting is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of the original meeting. When a meeting is adjourned for fewer than thirty (30) days, it is not necessary to give notice of the time and place of the adjourned meeting or of the business to be transacted thereat other than by announcement at the meeting at which the adjournment is taken. SECTION 10. WAIVER OF NOTICE; CONSENT OF ABSENTEES The transactions of any meeting of the members, however called and noticed and wherever held, are as valid as though the meeting had been duly held after proper call and notice, provided a quorum, as herein defined, is present and provided that, either before or after the meeting, each person entitled to vote not present signs a waiver of notice, or a consent to hold the meeting, or an approval of the minutes thereof. Attendance of a person at a meeting shall constitute a waiver of notice of meeting except when the person objects at the beginning of the meeting that the meeting is not lawfully called. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. SECTION 11. ACTION BY WRITTEN BALLOT WITHOUT A MEETING; WRITTEN CONSENTS Any action which, under any provision of these Bylaws may be taken at a meeting of members, may be taken without a meeting if a written ballot is distributed to every member entitled to vote and the number of ballots returned and received is equal to at least a quorum. All such written ballots are irrevocable and shall be filed with the Secretary and maintained in the corporate records. Said written notice may be delivered by First class United States Mail or by electronic mail. SECTION 12. VOTING (a) Majority. Except as otherwise provide in these Bylaws, a measure shall be affirmed by a simple majority of the voting power represented at the meeting, and voting on the measure. (b) Proxies Prohibited. Every Regular Member entitled to vote shall do so in person. No proxies shall be permitted. 9 1901-21 ARTICLE V. DIRECTORS SECTION 1. NUMBER (a) Downtown Incorporated shall have fifteen (15) Directors and collectively they shall be known as the Board of Directors. (b) The Board of Directors shall be comprised of thirteen (13) seats elected by the membership from Group 1 of the Regular Membership, one (1) ex Officio seat designated for the appointed representative of the City of Santa Ana, two (2) seats appointed by the twelve elected Directors, one of which will be from Group 2 or Group 3 of the Regular Membership, and two of which are not a Regular Member, but shall be downtown business owners who do not also own property within the Downtown Santa Ana Community Management District. (Revised in 2011 to include two merchant business owners). Due to the partnership with California State University, Fullerton a suggestion was made by the board that there be an academic representative to serve on the Board. September 16, 2010 a motion was made and seconded, to add an Academic Representative to the board. Due to lack of quorum at the September meeting an electronic vote to all Board members was sent out. It was a unanimous vote to elect Mike McGee to serve for a period of 1 year with renewal each year similar to the merchants and resident representative. (Board of Directors increased from 12 to 13, amended at the September 2010 Meeting). Ex Officio and appointed Directors shall be allowed to vote on all matters before the Board, but shall not be eligible to hold office. (Amended at the October 2009 Mtg). No longer shall the Ex Officio be allowed to vote on all matters before the Board. SECTION 2. USE OF THE TERMS "DIRECTORS" AND "BOARD" The words "Directors" and "Board" as used in the Articles of Incorporation of Downtown Incorporated, or in these Bylaws in relation to any power or duty requiring collective action, mean "Board of Directors." SECTION 3. QUALIFICATIONS, ELIGIBILITY, AND ELECTION All Directors, except the ex officio and appointed Directors, shall be Regular Members of Downtown Incorporated who shall be elected at the Annual Meeting of Members. A person must have been a member for at least one (1) year to be eligible to serve as a Director. Directors shall be elected by Regular Members in good standing in an election process conducted in a manner and voting procedure determined by the Board of Directors. SECTION 4. TERM A full term for an elected Director shall be for a period of three (3) years commencing with the annual organizational meeting described in Article V Section 11 of these Bylaws. Ex Officio and appointed Directors shall be appointed for a one (1) year term. There shall be no limit on the number of terms 10 19D-22 an individual may be elected or appointed to the Board, except that after two consecutive terms, a member will be ineligible to serve for a period of one year. SECTION 5. POWERS Subject to the provisions of the California Nonprofit Corporation Law and any limitations in the Articles of Incorporation or these Bylaws, the activities and affairs of Downtown Incorporated shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors. The Directors shall exercise the powers of Downtown Incorporated, control its property, and conduct its affairs, except as otherwise provided by law, the Articles of Incorporation, or by these Bylaws. Each Director shall have one (1) vote as to matters before the Board of Directors. SECTION 6. DUTIES It shall be the duty of the Directors to: (a) Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation of Downtown Incorporated, or by these Bylaws. (b) Appoint and remove, employ and discharge and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents, and employees of Downtown Incorporated. (c) Supervise all officers, agents, and employees of Downtown Incorporated to assure that their duties are performed properly. (d) Establish general policy direction for Downtown Incorporated and the CMD. (e) Set and periodically revise long-term goals and objectives for both Downtown Incorporated and the CMD. (f) Collectively represent the CMD as a whole to the larger community (g) Meet at such times and places as required by these Bylaws. (h) Register their addresses and telephone numbers with the Secretary of Downtown Incorporated. Notices of meetings mailed or electronically transmitted to them at such addresses and telephone numbers shall be valid notices thereof. SECTION 7. COMPENSATION Directors shall serve without compensation, except that the Board of Directors may approve, in advance, reimbursement of expenses incurred by members of the Board in performance of their duties, and/or for special services rendered by a particular Director, provided that such special service is considered reasonable and allowable under these Bylaws. II 19D-23 SECTION 8. RESTRICTION REGARDING INTERESTED DIRECTORS Notwithstanding any other provision of these Bylaws, not more than twenty-five percent (25%) of the persons serving on the Board may be interested persons. For purposes of this section, "interested persons" means either: (a) Any person currently being compensated by Downtown Incorporated for services rendered it within the previous twelve (12) months, whether as an officer or employee, independent contractor, or otherwise, or (b) Any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such person. SECTION 9. RESIGNATION AND REMOVAL (a) Resignation. Any Director of Downtown Incorporated may resign at any time by giving written notice to the President or to the Board. Such resignation shall take effect at the time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Three (3) consecutive absences from regular meetings of the Board of Directors shall constitute resignation, effective at the conclusion of the third (3?d) such meeting, unless prior approval has been granted by the Board of Directors. No Director may resign if Downtown Incorporated would then be left without a duly elected Director or Directors in charge of its affairs, except upon notice to the Attorney General. (b) Removal. (i) Absenteeism by a Director of more than three (3) Board Meetings in a six (6)-month period without a leave of absence granted by the Board of Directors shall be grounds for removal by a two-thirds (2/3) majority vote of the Board of Directors, such removal to take effect upon such vote. (ii) Any Director may be removed from office if a simple majority of the Regular Members, with or without cause, vote for removal of said Director. (iii) Any Director is subject to removal from the Board of Directors, with cause, by a two- thirds (2/3) majority vote of Directors present and voting. Vacancies created by reason of any resignation or removal shall be filled as provided in Article V Section 10 of these Bylaws. Nothing herein shall prohibit the Board of Directors from granting a leave of absence if, in the opinion of the Board, such leave will not affect the operations of the Board. 12 19D-24 SECTION 10. VACANCIES Vacancies on the Board of Directors shall be filled by the remaining members of the Board of Directors who shall pass a motion to appoint a new Director. A Director so appointed will fill the unexpired term of the Director being replaced. A vacancy or vacancies in the Board of Directors shall be deemed to exist upon the occurrence of any of the following: (a) Death, resignation, or removal of any Director as a Regular Member. (b) The declaration or resolution of the Board of a vacancy in the office of a Director who has been declared of unsound mind by an order of court or convicted of a felony, or who has been found by a final order or judgment of any court to have breached a duty under California law. (c) The vote of a simple majority of the members or a two-thirds (2/3) majority of the Board to remove a Director. (d) An increase of the authorized number of Directors. SECTION 11. ORGANIZATION MEETING Immediately prior to convening the first regular meeting of the Board of Directors in the month of May, following the regularly scheduled Annual Meeting of the Members in the month of April, the Board of Directors shall convene a regular meeting for the express purpose of organization, installation of newly elected Directors, election of officers, and the transaction of such other organizational business to come before the Board. Written notice is hereby dispensed with. SECTION 12. REGULAR MEETINGS Regular meetings of the Board of Directors shall be held at least quarterly at such time as shall be prescribed from time to time by resolution of the Board. Revised: 9/16/2010 Staffs recommends going dark in August and December due to lack of attendance. Approved unanimously by the board, added to bylaws. SECTION 13. SPECIAL MEETINGS Special meetings of the Board of Directors for any purpose or purposes may be called by the President, or if absent or unable to act, by the Vice President, or if the Vice President is absent or unable to act, the Secretary, or if the Secretary is absent or unable to act, the Treasurer, or by any two Directors submitting to the responsible officer a written request for a special meeting, said request stating the issue to be addressed at the special meeting. The responsible officer shall fix a date, time, and place for the special meeting no more than seven (7) business days after receipt of the request. Such meetings shall be held at the place, within or without the state of California, designated by the person or persons calling the meeting, and in the absence of such designation, at the principal office of Downtown Incorporated. 13 1901-25 SECTION 14. PLACE OF MEETINGS Meetings shall be held at the place within the District which has been designated by resolution of the Board unless an alternative location has otherwise been designated by resolution of the Board of Directors. In the absence of such designations, meetings shall be held at the principal office of Downtown Incorporated. Any meeting, regular or special, may be held by conference telephone or similar communications equipment, as long as all Directors participating in such meeting can hear one another. SECTION 15. NOTICES (a) Meetings. Regular meetings of the Board may be held without notice. Special meetings of the Board shall be held upon three (3) days notice by United States First Class Mail or forty-eight (48) hours notice delivered personally or by electronic mail, telephone, telegraph, or other electronic means. If sent by electronic mail, mail, or telegraph, the notice shall be deemed to be delivered on its date of electronic mail, deposit in the mail, or its delivery to the telegraph company. Such notices shall be addressed to each Director at his or her address as shown on the books of Downtown Incorporated. Directors may designate an e-mail address as an additional official address for receiving notice. (b) Adjournment. Notice of the time and place of holding an adjourned meeting need not be given to absent Directors if the time and place of the adjourned meeting are fixed at the meeting adjourned and if such adjourned meeting is held no more than twenty-four (24) hours from the time of the original meeting. Notice shall be given of any adjourned regular or special meeting to Directors absent from the original meeting if the adjourned meeting is held more than twenty-four (24) hours from the time of the original meeting. Notice of meetings not herein dispensed with shall specify the place, day, and hour of the meeting. The purpose of any Board meeting may, but need not, be specified in the notice. SECTION 16. VALIDATION OF MEETING DEFECTIVELY CALLED OR NOTICED AND WAIVER OF NOTICE AND CONSENT TO HOLDING MEETINGS The transactions of any meeting of the Board, however called and noticed and wherever held, shall be as valid as though it had been at a meeting duly held after proper call and notice, provided a quorum, as hereinafter defined, is present, and provided that, either before or after the meeting, each of the Directors not present signs a waiver of notice, a consent to hold the meeting, or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. SECTION 17. QUORUM The number of Directors necessary to constitute a quorum for the transaction of business, except to adjourn as hereinafter provided, shall be eight (8) Directors. Except as otherwise provided in these Bylaws or in the Articles of Incorporation of Downtown Incorporated, or by law, no business shall be considered by the Board at any meeting at which a quorum is not present. 14 19D-26 SECTION 18. CONDUCT OF MEETINGS Meetings of the Board of Directors shall be presided over by the President of Downtown Incorporated or, in the President's absence, by the Vice President, if the Board of Directors has elected a Vice President or, in the absence of each of these persons, by a Chairperson chosen by a majority of the Directors present at the meeting. In the absence of the President and Vice President, the Secretary will call the meeting to order to conduct the election of the temporary presiding officer. The Secretary of Downtown Incorporated shall act as Secretary of all meetings of the Board provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the meeting. Meetings shall be governed by Robert's Rules of Order, as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, the Articles of Incorporation of Downtown Incorporated, or with provisions of law. Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, as long as all members participating in such meeting can hear one another. Such participation shall constitute presence at the meeting. SECTION 19. MAJORITY ACTION AS BOARD ACTION. (a) Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation or Bylaws of this Corporation, or provisions of the California Nonprofit Corporation Law require a greater percentage or different voting rules for approval by the Board. (b) Proxies Prohibited. Every Director entitled to vote at any meeting of the Board of Directors shall do so in person. No proxies shall be permitted. SECTION 20. ELECTRONIC APPEARANCE Teleconferencing and videoconferencing, as authorized by §54953 of the Ralph M. Brown Act may be used for all purposes in connection with meetings. All votes taken during a teleconferenced and video conference meeting shall be by roll call. If teleconferencing or videoconferencing is used, the Board shall post the agenda at all teleconference and videoconference locations and conduct meetings in a manner that protects the constitutional rights of the parties or the public appearing before the Board. Each location shall be identified in the notice and agenda of the meeting. SECTION 21. ADJOURNMENT A majority of the Directors present, whether or not a quorum is present, may adjourn any Board meeting to meet again at a stated day and hour or from time to time until the time fixed for the next regular meeting of the Board. The Directors present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum due to a withdrawal of Directors from the meeting, provided that any action taken thereafter must be approved by at least a majority of the required quorum for such meeting or such greater percentage as may be required by law, the Articles of Incorporation, or Bylaws of Downtown Incorporated. When a meeting is adjourned for lack of a quorum, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted at such meeting, other than by 15 19D-27 announcement at the meeting at which the adjournment is taken, except as provided in Section 15(b) of this Article. SECTION 22. ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT MEETING Any action required or permitted to be taken by the Board of Directors under any provision of law may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. A request for a vote by telephone or electronically may be allowed. A reasonable attempt must be made to reach all Directors. A record of calls made, and the results of said attempt and call must be duly recorded, and shall become part of the minutes of the following meeting of the Board of Directors. Those Directors voting by telephone shall subsequently put their vote in writing and such written ballot shall be made part of the minutes of the next meeting of the Board of Directors. Such action by written consent or telephone vote shall have the same force and effect as the unanimous vote of the Directors. Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous written consent of the Board of Directors without a meeting and that the Bylaws of Downtown Incorporated authorized the Directors to so act, and such statement shall be prima facie evidence of such authority. SECTION 23. NONLIABILITY OF DIRECTORS The Directors shall not be personally liable for the debts, liabilities, or other obligations of the Corporation. Downtown Incorporated shall maintain a policy of Directors and Officers liability insurance coverage for the benefit of the Corporations Directors and Officers. Said directors and Officers insurance shall only be purchased from an insurance company that is licensed to do business in California and is determined to be financially solvent by the California State Insurance commissioner. Said insurance shall be purchased by the Corporation upon the approval of the Corporation's Directors. SECTION 24. INDEMNIFICATION BY CORPORATION OF DIRECTORS To the extent that a person who is, or was, a Director, officer, employee or other agent of Downtown Incorporated has been successful on the merits in defense of any civil, criminal, administrative or investigative proceeding brought to procure a judgment against such person by reason of the fact that he or she is, or was, an agent of the Corporation, or has been successful in defense of any claim, issue or matter, therein, such person shall be indemnified against expenses actually and reasonably incurred by the person in connection with such proceeding. If such person either settles any such claim or sustains a judgment against him or her, then indemnification against expenses, judgments, fines, settlements and other amounts reasonably incurred in connection with such proceedings shall be provided by Downtown Incorporated but only to the extent allowed by, and in accordance with the requirements of California Nonprofit Corporation Law. 16 19D-28 ARTICLE VI. NOMINATIONS AND ELECTIONS SECTION 1. NOMINATIONS AND ELECTION - DIRECTORS The annual election of Regular or Advisory members to the Board of Directors shall be conducted as follows: (a) The Board shall, at least thirty (30) days prior to the Annual Meeting, announce in writing to the membership, the solicitation of candidates for pending board vacancies. (b) (b) The board may require a letter of intent or application to serve on the board of Directors from eligible interested candidates. (c) (c)At a special meeting or meetings of the Board, eligible candidate applications for Board vacancies shall be reviewed and considered by the Board. Interviews may be conducted. The board shall vote to fill such vacancies from the list of eligible candidates in accordance with Article III of these Bylaws, with the election results announced by the presiding officer at the Annual Meeting. (d) Notwithstanding the foregoing provision of this Section 1, all directors shall hold office until their respective successors are elected and qualified. Section 2 VACANCIES. Vacancies in the Board of Directors may be filled by a majority vote of the remaining directors and each director so elected shall hold office until his or her successor is elected and qualified. A vacancy on the board of Directors shall be deemed to exist in case of the death, resignation or removal of any director; the declaration of a vacancy of the office of a director who has been declared of unsound mind by a final order of court or who has been convicted of a felony. SECTION 2. VOTE REQUIRED TO ELECT DIRECTORS Candidates receiving the highest number of votes shall be elected as Directors. Each Regular Member may cast their entitled number of votes for each Director vacancy being filled at that meeting. Vote entitlements may not be split or cumulative. SECTION 3. OVERLAPPING TERMS OF OFFICE The terms of office shall be staggered so that four (4) Directors shall be elected each year. SECTION 4. VOTE REQUIRED TO ELECT OFFICERS The candidate who receives a majority of votes cast shall be declared the winner. In the event an office remains unfilled after the first ballot, voting for that office shall continue until a single candidate receives the required majority of votes for each office. If an individual declines to serve, the Chair of the Nominating Committee shall immediately announce a vacancy in the office, declare the floor open for nominations, and call for the election to fill the vacancy. 17 19D-29 ARTICLE VII. OFFICERS SECTION 1. NUMBER OF OFFICERS The officers of Downtown Incorporated shall be a President, a Vice President, a Secretary, and a Chief Financial Officer who shall be designated the Treasurer. Downtown Incorporated may also have, as determined by the Board of Directors, Assistant Secretaries, Assistant Treasurers, or other officers. No person shall hold more than one office, with the exception of a Board approved Secretary/Treasurer. SECTION 2. QUALIFICATION AND TERM OF OFFICE A Director must have served on the Board for a period of at least one (1) year to be eligible for election to office. Only elected Directors are qualified to hold the office of President, Vice President, Secretary and Treasurer, but any Regular Member may hold the office of Assistant Secretary or Assistant Treasurer. The President, Vice President, Secretary, and Treasurer shall be elected at the Organizational Meeting. Each such officer shall hold office until the end of the term or until removal, death or resignation. A term will be one (1) year with eligibility for reelection for a maximum of three (3) terms. The assistant officers shall be appointed by the Board as soon as practical and shall serve at the pleasure of the Board. The Board of Directors may appoint the assistant officers referred to in Article VII Section 1 of these Bylaws at any time and from time to time. All assistant officers shall hold their office at the pleasure of the Board and shall be subject to removal by the Board. SECTION 3. REMOVAL AND RESIGNATION Any officer may be removed, either with or without cause, by a majority of the Directors at the time in office, at any regular or special meeting of the Board, and such officer shall be removed should he or she cease to be qualified for the office as herein required. Any officer may resign at any time by written notice to the President or to the Board of Directors. Acceptance by the Board of any such resignation shall not be necessary to make it effective. SECTION 4. VACANCIES Any vacancy caused by a death, resignation, removal, disqualification, or the like, of an officer shall be filled by the Board of Directors for the unexpired portion of the term. SECTION 5. DUTIES OF PRESIDENT The President shall be the representative of the Board of Directors. The President shall have general control and management of the affairs, property and business of Downtown Incorporated, subject to the control of the Board of Directors and the provisions of these Bylaws. The President shall preside at all meetings of members and of the Board of Directors. The President shall appoint the chair and members of all committees and shall have the power to remove any chair or committee appointment at his/her pleasure. The President shall, whenever it may be necessary in his/her opinion, prescribe the duties of officers and employees of Downtown Incorporated whose duties are not otherwise defined in these Bylaws or by the Board pursuant to the authority contained in these Bylaws. The President may, if necessary, sign and execute in the name of Downtown Incorporated, deeds, assignments, mortgages, bonds, contracts, and other instruments duly authorized by the Board of Directors. 18 19D-30 SECTION 6. DUTIES OF VICE PRESIDENT The Vice President shall assume the duties and powers of the President in the President's absence or disability to act and perform such other duties and possess such other powers as shall be prescribed and conferred by the Board of Directors or by the President. SECTION 7. DUTIES OF SECRETARY The Secretary shall: (a) Certify and keep at the principal office of Downtown Incorporated the original or a copy of these Bylaws as amended from time to time. (b) Keep at the principal office of Downtown Incorporated, or at such other place as the Board of Directors may order, a book of minutes of all meetings of the Directors and/or members, recording therein the time and place of voting, whether regular or special, and, if special, how authorized, notice thereof given, the names of those present at meetings of Directors, the number of members present at the meeting of members, and the proceedings thereof. (c) Ensure that all notices are duly given in accordance with the provisions of these Bylaws or as required by law. (d) Be custodian of the records and of the seal of the Corporation and ensure that the seal is affixed to all duly executed documents, the execution of which on behalf of the Corporation under its seal is required by law or by these Bylaws. (e) Keep at the principal office of Downtown Incorporated, a membership book containing the name and address of each member, and, in any cases where membership has been terminated, a record of said termination including the date on which the membership ceased. (f) Exhibit at all reasonable times to any Director of Downtown Incorporated, or to any Director's agent or attorney, on request therefore, the Bylaws, the membership book, and the minutes of the proceedings of Directors and of the members of Downtown Incorporated. (g) Exhibit at all reasonable times to any voting member, or to any member's agent or attorney, on written demand therefore for a purpose reasonably related to the interests of such member, the Bylaws and the minutes of meetings of the Directors or of the members, and shall exhibit said records at any time when required by the demand of ten percent (10%) or more of the voting members of Downtown Incorporated. (h) In general, perform all duties incident to the office of Secretary, and such other duties as may be required by law, by the Articles of Incorporation of this Corporation, or by these Bylaws, or which may be assigned from time to time by the Board of Directors. 19 19D-31 SECTION 8. DUTIES OF TREASURER Subject to the provisions of these Bylaws the Treasurer shall: (a) Have charge and custody of, and be responsible for, all funds and securities of Downtown Incorporated. Deposit all such funds in the name of Downtown Incorporated in such banks, trust companies, or other depositories as shall be selected by the Board of Directors. (b) Receive, and give receipt for, monies due and payable to Downtown Incorporated from any source whatsoever. (c) Disburse or cause to be disbursed, the funds of Downtown Incorporated as may be directed by the Board of Directors, taking proper vouchers for such disbursements. (d) Keep and maintain adequate and correct accounts of Downtown Incorporated's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses. (e) Exhibit at all reasonable times the books of account and financial records to any Director of Downtown Incorporated, or to his or her agent or attorney, on request therefore. (f) Render to the President and Directors, whenever requested, an account of any or all of his/her transactions as Treasurer and of the financial condition of Downtown Incorporated. (g) Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports. (h) In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the Corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors. SECTION 9. DUTIES OF ASSISTANT OFFICERS Any assistant officers appointed by the Board of Directors shall exercise such powers and perform such duties as shall be assigned from time to time by the President or by the officer which he/she has been assigned to assist A Parliamentarian shall be appointed by the President to assist the Board in:Advising board members and presiding officers on parliamentary procedure. Responsible for making sure that the organization board follows the correct procedures based on the Robert's Rules of Order process in board meetings, Other duties as assigned. Assist the board president in preparing for a meeting. Count ballots cast during a vote by board members and report the number of yes and no votes to the board president. Duties include keeping track of those wishing to speak, amendments, motions and voting as well. All procedure questions or problems that come up during a meeting, which might include maintaining order and ensuring no dialogue takes place between board members. Ensuring visitors are privy to the procedures that apply to them. Deem a board member out of order if he/she speaks when another individual has the floor. 20 19D-32 SECTION 10. OFFICE OF EXECUTIVE DIRECTOR Downtown Incorporated may employ an Executive Director to perform such duties as determined by the President and the voting majority of the Board of Directors. The Executive Director shall be accountable to the Board of Directors. The Executive Director, acting as the chief operating officer shall manage the day-to-day operations of Downtown Incorporated and be responsible for the administration and supervision of its offices, subject to the direction of the President, or Vice President in the absence or unavailability of the President. SECTION 11. COMPENSATION The only officer who shall receive a salary shall be the Executive Director. The salary of the Executive Director shall be fixed from time to time by resolution of the Board of Directors. Officers may receive expense payments pursuant to Article V Section 7 of these Bylaws. ARTICLE VIII. COMMITTEES SECTION 1. EXECUTIVE COMMITTEE There is hereby created an Executive Committee, which shall consist of the officers of Downtown Incorporated. The Executive Committee, in cases of emergency, may exercise any of the powers and authority of the Board in the management of the business and affairs of Downtown Incorporated, except with respect to: (a) The approval of any action which, under law or the provisions of these Bylaws, requires the approval of the majority of all of the Directors. (b) The filling of vacancies on the Board or on any committee which has the authority of the Board. (c) The amendment or repeal of Bylaws or the adoption of new Bylaws. (d) The amendment or repeal or any resolution of the Board. (e) The approval of any transaction to which Downtown Incorporated is a party and in which one or more of the Directors has a material financial interest. An emergency is defined as any business which requires action prior to the next regularly scheduled meeting of the Board of Directors. By a majority vote of the Board, the Board may, at any time, revoke or modify any or all of the authority so delegated. The Executive Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the Board from time to time as required. 21 19D-33 SECTION 2. STANDING COMMITTEES Standing Committees Membership Policy & Protocol Summary SECTION 1. STANDING COMMITTEES - Revised and approved November 18, 2009 Standing committees of the Corporation shall be as listed below. The Chair for each committee shall be appointed by the President and voted on by the Board of Directors. The Chair must be a property owner in good standing (no outstanding dues, assessment, etc.). The standing committees are as follows: (a) Organization and Resource Development: • While the Board may have general ideas about fund raising, organization strategy, and developing resources, it should be looking to this committee for concrete work plan proposals. Once proposals are approved, this committee will need to pull together resources and complete the projects. (b) Physical Enhancement: • To assist in shaping the physical image of Downtown as a place attractive to shoppers, investors, business owners, and visitors. To succeed, this committee will need to persuade fiercely independent business and property owners and civic leaders to commit to an ambitious, pointed agenda for physical enhancement to Downtown. (c) Economic Enhancement: • Has primary responsibility for gathering and interpreting market information, which it will then use to create an economic development strategy for Downtown. Other committees rely on this information for their work. Because the entire program depends on the information it gathers and analyzes, the Committee must develop excellent communication with the Board and the other committees. (d) Marketing and Promotions: Primary responsibility for strengthening Downtown's image and marketability. • Changes community attitudes about Downtown. • Builds a unified image. • Generates fresh activity with Downtown as the center of community life. • Communicates progress and excitement attracting shoppers and investors. • Creating new image campaigns, retail promotions, and special events to lure people to Downtown. (e) Events Committee (Added at the Regular Board Meeting on October 15, 2009, amended bylaws to include Events through a unanimous decision of the Board Of Directors). 22 19D-34 • The Event Committee is tasked with the protection of the entire district as it relates to street closure projects impacting the usage of the district's public right of way, as well as the impact on businesses, residents and property owners. • Projects located within the boundaries of Downtown Incorporated should strive to balance the historic character with the successful operation of commerce. • Projects located within and adjacent to the boundaries of Downtown Incorporated should be sensitive to the residential population as it concerns access and sound management. • Projects located within and adjacent to the boundaries of Downtown Incorporated should serve to enhance the image and reputation of Downtown Incorporated as the region's premiere shopping, dining and entertainment district. • The Event Committee will use the approved Special Event Policy (under construction as of 11/6/09), to govern its direction, review and approval/disapproval of any project presented within or adjacent to Downtown Incorporated. General Policy and Procedures for all standing committees: Number of allowed committee members: 7-12 Attendance: Committee members must have (a.) No more than two (2) unexcused consecutive absences; and (b.) No more than four (4) unexcused absences in one (1) calendar year unless If a committee member misses a meeting, they may request to be excused for their absence at the following committee meeting. Quorum: A quorum is established when there are four (4) voting members in attendance. An item can not be voted on unless the committee has a quorum. Voting: A motion must have 50%+1 of the attending member votes for it to pass. The Committee Chair does not vote, unless to break the tie. Committee Recruitment: The Committees are looking for fresh perspectives balanced with longevity of participation when considering new committee members. Due to the types of projects and stewardship that is entrusted to the Special Committees, committee members must have a comprehensive understanding of the community impact, and the role the committee and Downtown Inc. performs in the community. Each committee member is asked to serve on only one committee. Process to become a voting member of a Standing Committee: 1. Be a Downtown Inc., member or Downtown Inc Associate member (levels of membership under construction as of 11/6/09), in good standing (no outstanding assessment, dues, etc.). 2. Submit a written request with relevant experience to the Committee Chair and submit a copy to the Downtown Incorporated staff member, Yolanda Lawler. 3. Attend 6 consecutive Committee meetings. 4. The Committee Chair will place the request on the agenda at the seventh meeting for review and vote by the Board of Directors. 5. If approved, the new committee member may join the Committee at the seventh meeting and begin voting on agenda items. II. Committee Chair and Vice-Chair 1. The chair of the Standing Committees shall be appointed annually by the Executive Committee of Downtown Inc., after input from the committee members, the Executive Director and the prior Chairperson. 2. It is the responsibility of the Chairperson to: 23 19D-35 a. Recruit new members for the committee from Downtown Inc. membership, trying to focus on non- board members. b. Make recommendations to the Board of Directors for the Vice-Chairperson of the committee. c. Work with staff to prepare the monthly meeting agenda and schedule the necessary presentations by the appropriate parties. d. Follow-up on old business of the committee, and make sure that actions passed by the committee go on to Downtown Inc. Board agenda. e. Inform the committee on Downtown Inc. Board actions or recommendations that are relevant to the Special Event Committee. 3. It is the responsibility of the Vice Chair to: a. To assist the Chairperson in the management of the monthly meeting, including but not limited to; i. Taking roll and/or oversight of the committee/guest sign-in sheet ii. Assistance in policy clarity and application iii. Assume the role of the Chair in their absence/ recusal III. Committee Members 1. The Downtown Inc. Standing Committees will have no less than seven (7) and not to exceed twelve (12) voting members, including the Chair and Vice Chair. 2. All members in good standing with Downtown Inc. are eligible and encouraged to become a member of a standing Committee. 3. Members become eligible for Committee membership once they have attended six consecutive (6 Months) committee meetings. 4. Once eligible, the member is nominated by a simple motion, second and vote by a quorum (4) of the committee membership. 5. Committee members remain active, in good standing, by remaining in good standing with Downtown Inc. and maintaining sufficient attendance at the Committee. a. No more than two (2) unexcused consecutive absences. b. No more than four (4) unexcused absences in one (1) calendar year. IV. Conflict of Interest 1. It is understood and accepted that time-to-time the members of the committee, including the Chair and Vice-Chair may have an interest or specific bias with a project under review by the Committee, that member or members must: a. Immediately identify their conflict of interest to the committee and acknowledge their need to be removed from the vote b. Refrain from excessive discussion, pro or con even if asked for by the committee c. Refrain from implying or directly using their position on the committee for favorable treatment 2. Downtown Inc., projects are not subject to Section IV of the stated policy due to the inherent conflict of interest on either side of the approval process. All committee members are to be considered in the review of Downtown Inc., sponsored projects. 3. Should a member not adhere to this policy, they are subject to immediate dismissal from the committee and will be considered not in good standing with Downtown Inc., for a period of six (6) months. SECTION 3. OTHER/AD HOC COMMITTEES Downtown Incorporated shall have such other committees as may from time to time be designated by resolution of the Board of Directors. Such other committees may consist of persons who are not also 24 19D-36 members of the Board. These additional committees shall act only in an advisory capacity to the Board and shall be clearly titled as "advisory." Ad hoc committees may be created by the President as deemed necessary for proper conduct of Downtown Incorporated business. SECTION 4. MEMBERSHIP AND QUORUM The Executive Committee shall be comprised of the four officers. All members of Downtown Incorporated shall be eligible for appointment to standing committees and other committees. A quorum shall be defined as the simple majority of each said committee. SECTION 5. ATTENDANCE The committee member shall attend the committee meetings as scheduled by the Chair, provided due notice is given. Any three (3) absences from committee meetings shall constitute the removal of a committee member from said committee. If the committee member is a Director, three (3) absences from committee meetings may be considered just cause for removal from the Board, this being determined by vote of the Board. SECTION 6. MEETINGS AND ACTIONS OF COMMITTEES (a) The Executive Committee may act in place and instead of the Board, between Board meetings, on all matters except those specifically reserved to the Board by these Bylaws and California law. (b) Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular meetings of committees may be fixed by resolution of the Board of Directors or by the committee. The time for special meetings of committees may also be fixed by the Board of Directors. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws. ARTICLE IX. INDEMNIFICATION SECTION 1. INDEMNIFICATION OF DIRECTORS AND OFFICERS Should any Director or officer of this Corporation be sued, either alone or with others, in his or her capacity as a current or former Director or officer of this Corporation, in any proceeding arising out of any alleged wrongful act by the Corporation, indemnity for his or her reasonable expenses, including attorneys' fees and the defense thereof, may be assessed against the Corporation, its receiver, or its trustee, by the court in the same or a separate proceeding if: (a) The court finds that the officer or Director was not guilty of malfeasance or derelict in the performance of his/her duties; and 25 19D-37 (b) The court finds that his or her conduct fairly and equitably merits such indemnity. The amount of such indemnity shall be so much of the expenses, including attorney fees, incurred in the defense of the action, as the court determines and finds to be reasonable. ARTICLE X. CORPORATE RECORDS, REPORTS AND SEAL SECTION 1. MINUTES OF MEETINGS The Corporation shall keep at its principal office in the state of California, or at such other place as the Board of Directors may order, a book of minutes of all meetings of members, a book of minutes of all meetings of Directors and committees of the Board indicating the time and place of such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof, and in the case of special meetings, how authorized. SECTION 2. BOOKS OF ACCOUNTS The Corporation shall keep at its principal office in the state of California, or at such other place as the Board of Directors may order, adequate, current, and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and loss. SECTION 3. ARTICLES OF INCORPORATION/BYLAWS/BOARD OF DIRECTORS The Corporation shall keep at its principal office in the state of California, or at such other place as the Board of Directors may order, a copy of the Corporation's Articles of Incorporation, the Bylaws, as amended to date, and a record of its Board of Directors and officers, indicating their names and addresses and the term of office SECTION 4. DIRECTORS' INSPECTION RIGHTS Every Director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the Corporation. SECTION 5. MEMBERS' INSPECTION RIGHTS Each and every member shall have the following inspection rights, for a purpose reasonably related to such person's interest as a member to: (a) Inspect and copy the record of all members' names, addresses and voting rights, at reasonable times, upon five (5) business days' prior written demand on the Corporation, which demand shall state the purpose for which the inspection rights are requested. (b) Obtain from the Secretary of the Corporation, upon written demand and payment of a reasonable charge, a list of the names, addresses and voting rights of those members entitled to vote for the election of Directors as of the most recent record date for which the list has been compiled or as of the date specified by the member subsequent to the date of demand. The demand shall state the purpose for which the list is requested. The membership list shall be made available on or before the latter of ten (10) business days after the demand is 26 19D-38 received or after the date specified therein as of which the list is to be compiled. (c) Inspect at any reasonable time the books, records, or minutes of proceedings of the members, or of the Board, or of committees of the Board, upon written demand on the Corporation by the member, for a purpose reasonably related to such person's interests as a member. SECTION 6. RIGHT TO COPY AND MAKE EXTRACTS Any inspection under the provisions of this article may be made in person or by agent or attorney and the right to inspection includes the right to copy and make extracts. SECTION 7. ANNUAL REPORT At the end of each fiscal year, the Board of Directors shall prepare and publish, or cause to be prepared and published, an annual report of receipts and disbursements of Downtown Incorporated, and shall determine the form and detail in which the report shall be made. The President shall present the annual report at the Annual Meeting of Members. The Board shall cause an annual report to be furnished to all Directors of the Corporation not later than ninety (90) days after the close of the Corporation's fiscal year. The annual report shall contain the following information in appropriate detail: (a) The assets and liabilities, including the trust funds, of the Corporation as of the end of the fiscal year. (b) The principal changes in assets and liabilities, including trust funds, during the fiscal year. (c) The revenue or receipts of the Corporation, both unrestricted and restricted to particular purposes, for the fiscal year. (d) The expenses or disbursements of the Corporation, for both general and restricted purposes, during the fiscal year. The annual report shall be accompanied by any report of independent accountants, or, if there is no such report, the certificate of an authorized officer of the Corporation that the annual report was prepared, without audit, from the books and records of the Corporation. SECTION 8. CORPORATE SEAL The Board of Directors shall adopt and use, and may at will, alter, a corporate seal. The Seal of the Corporation shall have inscribed therein the full name of the Corporation and the year of its incorporation. Such seal shall be kept at the principal office of the Corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument. 27 19D-39 ARTICLE XI. EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS SECTION 1. EXECUTION OF INSTRUMENTS The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the Corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or in any amount. SECTION 2. CHECKS AND NOTES Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, all checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the Corporation shall bear the signatures of two officers of the Corporation. SECTION 3. DEPOSITS AND INVESTMENTS (a) All funds of the Corporation shall be deposited to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select or as may be selected by any officer of the Corporation to whom such power has been delegated by the Board, provided said banks, trust companies or other depositories are insured by the Federal Deposit Insurance Corporation or such United States Government agency charged with insuring such funds; and for the purpose of such deposit, any officer or employee to whom such power may be delegated by the Board may endorse, assign or deliver checks, drafts and other orders for the payment of money which are payable to the order of the Corporation. (b) All investments of the Corporation shall only be made to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select or as may be selected by any officer of the Corporation to whom such power has been delegated by the Board, provided said banks, trust companies or other depositories are insured by the Federal Deposit Insurance Corporation or such United States Government agency charged with insuring such funds. SECTION 4. GIFTS The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the charitable or public purposes of this Corporation. No gift, donation, bequest or contribution to the Corporation shall be deemed to have been accepted until acted upon affirmatively by the Board of Directors. 28 19D-40 ARTICLE XII. FISCAL YEAR SECTION 1. FISCAL YEAR OF THE CORPORATION The fiscal year of the Corporation shall begin on the first (1S) day of January and end on the thirty-first (31S) day of December in each year. Revised: In May 2010, the City of Santa Ana advised Downtown Inc. to change the fiscal period to July 1St to June 30th to align with the City of Santa Ana. ARTICLE XIII. LIMITATION OF AUTHORITY SECTION 1. LIMITATION No action by any member, Director, officer, committee, committee member, or employee shall be binding upon, or constitute an expression of, the policies of Downtown Incorporated until it shall have been approved or ratified by the Board of Directors as herein provided. ARTICLE XIV. PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS SECTION 1. PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS No Director, officer, employee, or other person connected with this Corporation, or any private individual, shall receive, at any time, any of the net earnings or pecuniary profit from the operations of the Corporation, provided, however, that this provision shall not prevent payment to any such person of reasonable compensation for services performed for the Corporation in effecting any of its exempt purposes, provided that such compensation is otherwise permitted by these Bylaws and is fixed by resolution of the Board of Directors; and no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on dissolution of the Corporation. All members of the Corporation shall be deemed to have expressly consented and agreed that on such dissolution of the Corporation, whether voluntarily or involuntarily, the assets of the Corporation, after all debts have been satisfied, shall be distributed as required by the Articles of Incorporation and Bylaws of this Corporation and not otherwise. 29 19D-41 ARTICLE XV. DEDICATION AND DISSOLUTION SECTION 1. DEDICATION The property of this Corporation is irrevocably dedicated to exempt purposes and no part of the net income or assets of this Corporation shall ever inure to the benefit of any Director, officer or member thereof or to the benefit of any private individual. SECTION 2. DISSOLUTION Upon dissolution or the conclusion of business of the Corporation, its assets remaining after payment of, or provision for payment of, all debts and liabilities of this Corporation, shall be distributed to a nonprofit fund, foundation or Corporation within the City of Santa Ana operated exclusively for exempt purposes and which has established its tax exempt status under Section 501 (c) of the Internal Revenue Code, or the corresponding section of any future federal tax code, and which is qualified for exemption from taxation under appropriate sections of the California Revenue and Taxation Code. ARTICLE XVI. AMENDMENT OF BYLAWS SECTION 1. POWERS OF MEMBERS (a) Power to Amend. These Bylaws may be amended or repealed and new Bylaws adopted by the affirmative vote of a majority of the votes represented and voting at a duly noticed and held meeting of the members at which a quorum is present, or by the written assent of such members, except as otherwise provided by law or by the Articles of Incorporation. (b) Request to Amend. The membership may request that action be taken to change the Bylaws by submitting to the Board of Directors a petition signed by fifteen percent (15%) of the Regular membership. (c) Notice and Ballot. The Board shall provide all Regular Members with a notice of meeting accompanied by a statement about the proposed amendment clearly outlining the change, specifying the reason for the change, and if the change is requested by membership petition or by action of the Board of Directors. SECTION 2. POWERS OF DIRECTORS Subject to the rights of members as provided in Article XVI Section 1, these Bylaws may be altered, amended or repealed by a vote of a two-thirds (2/3rd) majority of the Board of Directors present in person at any valid meeting of the Board of Directors at which a quorum is present provided, however, that notice of the proposed amendment, as described in Article XVI Section 1(c) of these Bylaws, shall have been given to each Regular Member at least thirty (30) days before the meeting at which the proposed amendment is to be voted upon, and further provided that the Board of Directors may not adopt any amendment that would: 30 19D-42 (a) Change the authorized number of Directors, change from a fixed number of Directors to a variable number of Directors, or increase the term of office of any Director. (b) Increase or decrease the quorum required for the conduct of business at a meeting of members. (c) Change or limit the number of members authorized in total or for any class. (d) Authorize a new class of members. (e) Effect an exchange, reclassification, or cancellation of all or any part of the memberships. (f) Materially and adversely affect the rights and privileges of members as to voting, inspection, indemnification, or dissolution. (g) Change the boundaries of the District. SECTION 3. RECORD OF AMENDMENTS Whenever an amendment or new Bylaw is adopted it shall be inserted into the official copy of the Bylaws in the appropriate place. If any Bylaw is repealed, the fact of repeal and the date of the meeting at which it was repealed or the date of written consent was effective shall be stated in the official copy of the Bylaws. ARTICLE XVII. EFFECTIVE DATE SECTION 1. EFFECTIVE DATE These Bylaws shall become effective immediately upon their adoption by the incorporator. Amendments to these Bylaws shall become effective immediately upon their adoption unless the Board of Directors or members in adopting them provide that they are to become effective at a later date. First adopted and made effective by the Founding Board of Directors through a motion duly made, seconded, and unanimously carried at a meeting properly held on the 21 st day of May, 2009 HADOWNTOWN INCORPORATED\Bylaws\BYLAWS of Downtown Incorporated May-2009.docx 31 19D-43 CERTIFICATE We, the undersigned, do hereby certify: 1. That we are the duly elected and acting Board of Directors of Downtown Inc., a California nonprofit mutual benefit corporation; and 2. That the foregoing Bylaws constitute the Bylaws of said corporation as duly adopted on May 21, 2009, by the consent of all of the acting directors of said corporation. That the foregoing Bylaws constitute the current Bylaws as amended in fiscal year 2011-2012. IN WITNESS WHEREOF, we have hereunto subscribed our names this. Ryan Chase Date Dan Bradley Date Nathan Hittle Date Joe Duffy Date Mike Paxton Date Teresa Saldivar Date Mike McGee Date Dennis Dascanio Date Bob Stewart Date Davin Gumm Date Gil Marrero Date Carl Middleton Date Michael Truong Date Dennis Lluy Date Ken Gominsky Date Chris Taylor Date 32 19D-44 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: J U LY 16, 2012 TITLE: CONTRACT RENEWAL WITH SOLORIO INC. FOR PAINTING SERVICES (SPEC. NO.08-022) CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ? As Recommended ? As Amended ? Ordinance on 152 Reading ? Ordinance on 2"d Reading ? Implementing Resolution ? Set Public Hearing For_ CONTINUED TO FILE NUMBER Renew the contract with Solorio, Inc. for painting services for a one-year period in an annual amount not to exceed $95,000. DISCUSSION City departments require painting services for general maintenance, building modifications, graffiti control and renovation. The contract for painting services provides fixed pricing for all City buildings, including libraries, recreation and senior centers, park facilities, City Hall, the Police Administration and Holding Facility, and the Corporate Yard. On July 7, 2008, the City Council awarded to Solorio, Inc. a contract for a two-year period, with provision for two one-year renewals. The vendor has performed satisfactorily during the past contract period and has agreed to renew the contract without an increase in pricing. Staff recommends the final renewal of the contract. Due to the contracting out of Fire services, the recommended contract amount of $95,000 represents an eight percent decrease from the amount spent in the previous contract year. FISCAL IMPACT Funds are available in the various departmental Contract Services - Professional account (no. 62300). APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance and Management Services Agency sp 22A-1 22A-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JULY 16, 2012 TITLE: CONTRACT RENEWAL WITH AQUA- METRIC SALES COMPANY FOR MULTI-JET WATER METERS (SPEC. NO. 11-049) L_ I I Z ? ? ,,- ( ?,? CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ? As Recommended ? As Amended ? Ordinance on 15f Reading ? Ordinance on 2"d Reading ? Implementing Resolution ? Set Public Hearing For_ CONTINUED TO FILE NUMBER Renew the contract with Aqua-Metric Sales Company for the purchase of multi-jet water meters for a one-year period in an amount not to exceed $115,000. DISCUSSION The Public Works Agency (PWA) Water Resources Division regularly performs installation, maintenance, and replacement of residential and commercial water meters. The three types of meters used by the City are positive displacement, multi-jet and turbine meters. Positive displacement meters are used primarily for residential applications. Multi-jet meters are used for multi-family residential, irrigation and commercial applications. Turbine meters are used for high volume water users, including industrial, commercial, irrigation, and large multi-family residential applications. There are approximately 45,000 metered service locations in the City, approximately ten to 15 percent of which are multi-jet meters. The meters are purchased through the Central Stores warehouse for distribution to PWA and meters are typically replaced every 15 years. Last year, Water Resource crews replaced 462 multi-jet water meters and 652 are projected to be replaced in the next contract year. On October 17, 2011 the City awarded Aqua-Metric Sales Company, the sole source distributor of the Sensus line of multi-jet water meters for Southern California, a contract for a one-year period with provision for three one-year renewals. The vendor has performed satisfactorily during the past contract period and staff recommends the second renewal of the contract. The annual amount is based upon past usage and staff's projection for the next year. 22B-1 Contract Award for Multi-Jet Water Meters July 16, 2012 Page 2 FISCAL IMPACT Funds are available in the Water Utility Water System Maintenance and Water Quality & Measurement (accounting units 06017641-63001 and 06017644-63001). APPROVED AS TO FUNDS AND ACCOUNTS: r Rau odinez II Executive Director Public Works Agency sp Francisco Gutierrez Executive Director Finance & Management Services Agency 228-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: J U LY 16, 2012 TITLE: CONTRACT AWARD TO DELL COMPUTER CORP FOR DESKTOP COMPUTERS AND SERVER EQUIPMENT (SPEC. NO. 12-048) i CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ? As Recommended ? As Amended ? Ordinance on 1st Reading ? Ordinance on 2"d Reading ? Implementing Resolution ? Set Public Hearing For_ CONTINUED TO FILE NUMBER Award a contract to Dell Computer Corporation for the purchase of desktop computers and server equipment for the Public Works and Planning & Building Agencies in an amount not to exceed $168,300. DISCUSSION The City of Santa Ana operates and maintains over 1800 computers throughout the organization. Current hardware inventory is between four and ten years old and is becoming obsolete. In order to address this need, staff from the Budget and Application & Tech Support Divisions of the Finance and Management Services Agency is developing a phased plan to replace and upgrade hardware in every department. In anticipation of the plan, the Public Works Agency (PWA) has budgeted monies in its internal service fund to accelerate the purchase of computer hardware to replace desktop and server equipment. Additionally, in order to streamline operations and address budgetary constraints, the PWA assumed management of the computer network for the Planning and Building Agency (PBA) in May of 2009. This cooperative effort has been very successful in improving computer support response time, while reducing the impact on the PBA budget. PWA and PBA utilize 255 computers to carry out daily operations. In the PWA, most desktop computers are used by engineers to create plans for City projects. In the PBA, most desktops are used for permitting, planning, and code enforcement-related activities. The servers are used to store work-related files and run agency software to support the users. The desktop computers and server equipment in this award will be issued to the areas identified as having the oldest units, ensuring continued service to the public. 22C-1 Contract Award to Dell Computer Corp for Desktop Computers and Server Equipment July 16, 2012 Page 2 Santa Ana Ordinance No. NS-2312 authorizes the City to purchase against contracts from any public agency utilizing a competitive bid process. The Western States Contracting Alliance (WSCA) establishes California Multi-State Cooperative Agreements for Commodities, IT Goods and Services, and Telecommunication Goods and Services. WSCA agreements are available to all State of California governmental entities that expend public funds for the acquisition of goods and services. Dell Computer Corporation is a manufacturer offering WSCA pricing. FISCAL IMPACT Funds are available in the Administrative Services Internal Service Fund (accounting units 10117601-63001 ($133,021) and 10117601-66400 ($35,279). APPROVED AS TO FUNDS AND ACCOUNTS: Raul Godinez II Francisco Gutierrez Executive Director Executive Director Public Works Agency Finance & Management Services Agency RG/TB 22C-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JULY 16, 2012 TITLE: CONTRACT AWARD FOR BROADWAY REHABILITATION FROM ANAHURST PLACE TO FIRST STREET WITH ALL AMERICAN ASPHALT (PROJECT NOS. 116736 AND 116746) CITY ANA ER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ? As Recommended ? As Amended ? Ordinance on 1' Reading ? Ordinance on 2nd Reading ? Implementing Resolution ? Set Public Hearing For_ CONTINUED TO FILE NUMBER 1. Award a contract to All American Asphalt, Inc., the lowest responsible bidder, in accordance with unit bid prices in the estimated amount of $2,443,348 for construction of the Broadway Rehabilitation from Anahurst Place to First Street. 2. Approve a Funding Analysis with a total estimated construction cost of $3,054,000. DISCUSSION The City's Pavement Management System has identified Broadway from Anahurst Place to First Street (Exhibit 1) as a high priority for rehabilitation. The pavement has deteriorated due to weather, age, heavy usage, and poor drainage. Portions of the adjacent curb and gutter, driveway approaches, curb ramps, and sidewalks are either missing or in disrepair and require replacement. Improvements include reconstruction of the pavement, replacement of damaged concrete curb and gutter, driveway approaches, sidewalk, and the construction of new cross gutter. Once completed, these improvements will extend the life of the pavement and enhance the ride quality, surface drainage, and appearance of the street. The Notice Inviting Bids was advertised on June 4 and 5, 2012, and bids were opened on June 20, 2012. A summary of the bid invitations mailed, the bids received, and the bid results are as follows: Santa Ana Contractors receiving notices: 13 Contractors requesting bidding documents: 18 Bids received: 4 Bids received from Santa Ana Contractors: 1 23A-1 Contract Award for Broadway Rehabilitation from Anahurst Place to First Street July 16, 2012 Page 2 NAME OF RESPONSIVE BIDDER CITY BID AMOUNT 1. All American Asphalt, Inc. Corona $2,443,348.00 2. R.J. Noble Company, Inc. Orange $2,574,992.75 3. Hardy & Harper, Inc. Santa Ana $2,891,069.00 4. Excel Paving Company, Inc. Long Beach $2,929,000.00 The Engineer's estimate was $2,531,918. A total of four bids were received and all were responsive. The lowest bid was submitted by All American Asphalt, Inc. for $2,443,348. ENVIRONMENTAL IMPACT In accordance with the California Environmental Quality Act, the proposed project is exempt from future review. Categorical Exemption Environmental Review No. 2012-51 will be filed for the project. FISCAL IMPACT The Funding Analysis shows a total estimated construction cost of $3,054,000 for the project (Exhibit 2). Funds are available in the Proposition 1B Fund (accounting unit 03017660-66220), the Federal Clean Water Protection Enterprise Fund (accounting unit 05717640-66220) and Street Lights Fund (accounting unit 0117630-66220). APPROVED AS TO FUNDS AND ACCOUNTS: r _ " l L? - Raul Godinez IN Francisco Gutierrez Executive Director Executive Director Public Works Agency Finance & Management Services Agency RG/ET Exhibits: 1. Project Location Map 2. Funding Analysis 23A-2 -J ?- 1ST ST WALNUT ST PINE ST CHESTNUT AVE CAMILE ST BISHOP ST RICHLAND ST N HIGHLAND ST w CUBBON ST cn MC FADDEN AVE RUSSELL AVE Q WILSHIRE AVE BORCHARD AVE Q EDINGER AVE r m POMONA ST COMMERCIAL ST ST ANDREW PL ST GERTRUDE PL ANAHURST PL eAO?O?AYp EXHIBIT 1 ''"""g SANTA Arta O CITY COUNCIL TITLE: CONTRACT AWARD FOR BROADWAY P AGENDA DATE REHABILITATION FROM ANAHURST ? w PLACE TO FIRST STREET WITH y JULY 16, 2012 ALL AMERICAN ASPHALT PUBLIC WORKS AGENCY (PROJECT NOS. 116736 AND 116746) FUNDING ANALYSIS PROJECT NOS. 116736 AND 116746 BROADWAY REHABILITATION FROM ANAHURST PLACE TO FIRST STREET Construction Contract $2,443,348 Contract Administration $134,400 Inspection and Testing $158,800 Survey Staking $73,118 Contingencies $244,334 TOTAL ESTIMATED CONSTRUCTION COSTS $3,054,000 Exhibit 2 23A-4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JULY 16, 2012 TITLE: HISTORIC PROPERTY PRESERVATION AGREEMENT NO. 2012-03 FOR THE PROPERTY LOCATED AT 217 NORTH BROADWAY CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ? As Recommended ? As Amended ? Ordinance on 1st Reading ? Ordinance on 2nd Reading ? Implementing Resolution ? Set Public Hearing For_ CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute the attached agreement with Corbiz, LLC, property owner, for the structure located at 217 North Broadway, subject to non- substantive changes approved by the City Manager and City Attorney. HISTORIC RESOURCES COMMISSION ACTION Recommended that the City Council authorize the City Manager and Clerk of the Council to execute the attached agreement with Corbiz, LLC, property owner, for the structure located at 217 North Broadway, subject to non-substantive changes approved by the City Manager and City Attorney at its June 28, 2012 meeting by a vote of 7:0 (Morfin absent). DISCUSSION After the public hearing on June 28, 2012, the Historic Resources Commission reviewed the proposed Historic Property Preservation Agreement (Mills Act Contract) and concluded that the resulting potential property tax savings would encourage the owner to reinvest the tax savings in the maintenance of their historic property, and would benefit both the owner and the community (Exhibit A). Additionally, the agreement prevents inappropriate alterations. FISCAL IMPACT The Historic Property Preservation Agreement will reduce the property tax revenue to the City by an estimated $91.13 to $455.65 annually, for a period of not less than ten years. APPROVED AS TO FUNDS AND ACCOUNTS: Jay 'M. Trevino Francisco Gutierrez" Executive Director Executive Director Planning & Building Agency Finance & Management Services Agency HS:rb hs\historic info\mills act agreements\217_N_Broadway\hppa1 2-03_21 7N Broadway. cc Exhibit: A. Historic Resources Commission Staff Report 25A-1 25A-2 REQUEST FOR ?. Historic Resources Commission Action HISTORIC RESOURCES CONMSION N EEt1NG DATE: JUNE 28, 2012 TITLE: HISTORIC PROPERTY PRESERVATION AGREEMENT NO. 2012-03 FOR THE PROPERTY LOCATED AT 217 NORTH BROADWAY HISTORIC RESOURCES COMMISSION SECRETARY APPROVED ? As Recommended ? As Amended ? Set Public Hearing For CONTINUED TO Prepared by Hally Soboleske Executive Director Planning t nager RECOMMENDED ACTION Recommend that the City Council authorize the City Manager and Clerk of the Council to execute the attached agreement with Corbiz, LLC property owner for the structure located at 217 North Broadway subject to non-substantive changes approved by the City Manager and City Attorney. DISCUSSION Request of Applicant The applicant, Corbiz, LLC, requests the approval of Historic Property Preservation Agreement No. 2012-03 (Mills Act) between the applicant and the City of Santa Ana. Property Description The subject property includes a single story arcade style commercial building, and is within the Downtown SD-84 zone (Exhibit 1). Surrounding land uses are all commercial with an asphalt parking lot adjacent to the east. Analysis of the Issues In March 1999, the City Council approved an ordinance authorizing Historic Property Preservation Agreements (HPPA), commonly known as the Mills Act contracts, for eligible historic properties. The agreement provides monetary incentive to the property owner in the form of a property tax reduction in exchange to the owner's voluntary commitment to maintain the property in a good state of repair and to rehabilitate the property as necessary to maintain its character and appearance. Once recorded, the agreement triggers the use of a different valuation method in determining the property's assessed value, thereby resulting in potentially significant property tax savings for the owner. EXHIBIT A 25A-3 HPPA No. 2012-03 June 28, 2012 Page 2 One of the eligibility requirements for the Mills Act is that the property must be listed on the Santa Ana Register of Historical Properties. The subject property was placed on the local register and categorized as Contributive in 2001 by the Historic Resources Commission (Exhibit 2). It is also designated as a contributor to the Historic Downtown, a National Register District. Upon consideration of the application, it is recommended that the City enter into a Historic Property Preservation Agreement (Exhibit 3). A review of the property indicates that this Spanish Colonial Revival styled structure is in excellent condition. As a result, a supplemental property rehabilitation plan will not be required as part of this agreement. Photos of the property are included with the agreement as well as a photo location map. The benefits of executing this agreement include, but are not limited to, the following: Reduced property tax to allow reinvestment for the long-term preservation of the property. 2. Allows for a mechanism to provide for property rehabilitation. 3. Provides an additional incentive for potential buyers to purchase historic structures. 4. Discourages inappropriate alterations to the historic property. 5. Provides an opportunity for visual improvement to the physical environment of the community. 6. Offers additional support and attention for historic districts and historic structures in the City. CEQA Compliance In accordance with the California Environmental Quality Act, the recommended action is not considered a project, and as such, is not subject to further environmental revftvy, CA, 1/,0 U-Jr 1011A&Z Hay Sobol ke Associate P nner HS:jm Whistodc into\mills act a9reementsW7_N_Broadway\hppaI2-03_217NBroadway.hrc Attachments: Exhibit 1 - Radius Map Exhibit 2 - Executive Summary Exhibit 3 - Mills Act Agreement 25A-4 4TH BY a 0 f4 M4 rn 500' RADIUS 1 In HPPA-2012-03 217 N. Broadway PLANNING AND BUILDING AGENCY EXHIBIT 1 25A-5 25A-6 NAME Gilmaker Auto Agency Building REF. NO. 240 ADDRESS 217-221 North Broadway CITY Santa Ana ZIP 92701 ORANGE COUNTY YEAR BUILT 1931 LOCAL REGISTER CATEGORY: Contributive HISTORIC DISTRICT Downtown Santa Ana NEIGHBORHOOD NATIONAL REGISTER CRITERIA FOR EVALUATION C NATIONAL REGISTER STATUS CODE ID Location: ? Not for Publication ® Unrestricted USGS 7.5" Quad Date: T R -of _ of Sec B.M ? 1'rehistoric ® Historic ? Both ARCHITECTURAL STYLE: Mission/Spanish Colonial Revival The Mission/Spanish Colonial Revival style, as its name implies, encompasses two major subcategories. The Mission Revival vocabulary, popular between 1890 and 1920, drew its inspiration from the missions of the Southwest. Identifying features include curved parapets (or espadana); red tiled roofs and coping; low-pitched roofs, often with overhanging eaves; porch roofs supported by large, square piers; arches; and wall surfaces commonly covered in smooth stucco. The Spanish Colonial Revival flourished between 1915 and 1940, reaching its apex during the 1920s and 1930s. The movement received widespread attention after the Panama- Califonuia Exposition in San Diego in 1915, where lavish interpretations of Spanish and Mexican prototypes were showcased. Easily recognizable hallmarks of the Spanish Colonial Revival are low-pitched roofs, usually with little or no overhangs and red the roof coverings, flat roofs surrounded by tiled parapets; and stuccoed walls. The Spanish vocabulary also includes arches, asymmetry, balconies and patios, window grilles, and wood, wrought iron, tile, or stone decorative elements. The Churrigueresque variant features ornate carvings highlighting arches, columns, window surrounds, cornices and parapets. Page 1 of 4 cmlhistoric%tcmplatcskbtoadway 217 N (Gilntakcr Auto nldQ) 8/8;o l EXHIBIT 2 25A-7 CONSTRUCTION HISTORY: (Construction data, alterations, and date of alterations) Built in 1931 RELATED FEATURES: (Other important features such as barns, sheds, fences, prominent or unusual trees, or landscape) None. DESCRIPTION: (Describe resource and its major elements. Include design, materials, condition, alterations, size, settings, and boundaries.) This Spanish Colonial Revival style building is located on five east side of N. Broadway behveen 2nd and 3rd Streets. One story in height, it is built of brick with a stucco exterior, and has a tiled side gable roof. Only about 30 feet deep, the building consists of three bays: a central drive-through passage topped by a front gable roof flanked on either side by storefronts recessed beneath the side gable roof. A round-headed arch defines the auto passage while broad elliptical arches form a shallow arcade in front of (lie storefronts. Impost moldings detail each archway. Orange and black glazed tile in a zig-zag motif decorate the bulkheads. The storefronts have newer plate glass display windows, and the entrance doors are recessed with arched transoms. Rear elevation windows are one-over-one double-hung wood sash. The building appears to be in good condition, and retains a high degree of integrity of materials, design and workmanship. HISTORIC HIGHLIGHTS: The Gilmaker Auto Agency Building was constructed as the front office on all auto sales lot, and was expected to be used on a temporary basis (National Register Nomination Form, 7:24). The Depression precluded the replacement of the building with anew one, and it remains in use today. RESOURCE ATTRIBUTES: (List attributes and codes from Appendix 4 of Instructions for Recording Historical Resources, Office of Historic Preserva(ion.) (HP 6) I-3 story commercial building RESOURCES PRESENT: emViistoricltemplates?Broadaay 217 N (Gilmaker Auto Bldg) M101 Page 2 of 4 25A-8 ® Building ? Structure ? Object ? Site ? District MOVED? ® No ? Yes ? Unknown Date: ® Element of District Original Location: ? Other STATEMENT OF SIGNIFICANCE: (Discuss importance in terms of historical or architectural context as defined by theme, period, geographic scope, and integrity.) Santa Ana was founded by William Spurgeon in 1869 as a speculative townsite on part of the Spanish land grant known as Rancho Santiago de Santa Ana. Early growth and development was stimulated by the arrival of the Southern Pacific Railroad in 1878 and the Santa Fe Railroad in 1886. By the end of the 1880s, Santa Ana's downtown business district was defined by five city blocks of brick commercial buildings on Fourth Street, with the heart of the city at the intersection of Fourth and Main Streets (Thomas, 8:1). The period of 1911-1915 saw many characteristic new business blocks or remodels along Fourth Street, and by the 1920s Santa Ana's downtown had expanded in each direction to include both commercial and civic development. The California style of living evidenced itself in (lie abundance of Spanish Colonial Revival style buildings, which were commonly built during the 1920s and early 1930s. Character-defining exterior features of this building which should be preserved include, but are not limited to: stuccoed exterior; side gable roof with central front gable; red clay tile roof cladding; three bay arcade; impost moldings; storefront configuration and materials where original (tile bulkeads, wood and glass door); and central pass-through. The Gilmaker Auto Agency Building is architecturally significant as a good, intact example of the Spanish Colonial Revival style in downtown Santa Ana. The stucco finish, tile roof, and arches are all typical of the style, and the building retains good integrity. SUMMARY/CONCLUSION: This building was listed in the National Register of Historic Places in 1984 as a contributor to the Downtown Historic District. Under the regulations implementing the California Register of Historical Resources, the building is also listed in the California Register. As an intact example of the Spanish Colonial Revival styling which typified an important architectural trend in Santa Ana development during the 1920s and 1930s, the building satisfies Criterion 1 for inclusion in (lie Santa Ana Register of Historical Property. Additionally, tlue property has been categorized as "Contributive" because it "contributes to the overall character and history" of the downtown historic district (Municipal Code, Section 30-2.2(3)). OWNER AND ADDRESS: Joseph L. Gilmaker 307 West Third Street Santa Ana, CA 92701 RECORDED BY: (Name, affiliation, and address) Page 3 of 4 cWhistoricltemplatest?roadway 217 N (Gilmaker Auto 1114g) 8/8191 25A-9 Leslie Heumalm & Liz Carter Science Applications International Corporation 35 S. Raymond Avenue, Suite 204, Pasadena, CA 91105 DATE RECORDED: January l9, 2001 SURVEY TYPE: (Intensive, reconnaissance, or other) Intensive Survey Update REPORT CITATION: (Cite survey report and other sources) Les, Kathleen. "Santa Ana Historic Survey, Final Resources Inventory: Downtown." May 1980. Thomas, Harold M. "Downtown Santa Ana Historic District" National Register nomination form, 1984. REFERENCES: (List documents, date of publication, and page numbers. May also include oral interviews.) Harris, Cyril M. America;' Architecture: An IJlustraled Encyclopedia. New York, WW Norton, 1998. Heritage Orange County Inc. "Downtown Santa Ana Historic District Walking Tour." lid. McAlester, Virginia and Lee. A Field Guide to American !louses. New York: Alfred A. Knopf, 1984. National Register Bulletin 16A. "How to Complete the National Register Registration Form." Washington DC: National Register Branch, National Park Service, US Department of the Interior, 1991. Whiffen, Marcus. American Arciutectnoe Since 1730. Cambridge: MIT Press, 1969. EVALUATOR: Leslie Heumann DATE OF EVALUATION: January 19, 2001 TION OF CODES: National Register Criteria for Evaluation: (From Appendix 7 of Instructions for Recording Historical Resources, Office of Historic Preservation) C: that embody the distinctive characteristics of a type, period, or method of construction, or that represent the work a master, or that possess high artistic values, or that represent a significant and distinguishable entity whose components may lack individual distinction National Register Status Code: (From Appendix 2 of Instructions for Recording Historical Resources, Office of Historic Preservation) ID: Contributor to a listed district. Page 4 of 4 cm\historic\templates\Broad"ay 217 N (Gilmaker Auto Bldg) 818!01 25A-10 MILLS ACT AGREEMENT 217 N. Broarhvay Santa Apia, CA 92701 RECORDING REQUESTED BY: City of Santa Ana AND WHEN RECORDED MAIL TO: City of Santa Ana Attn: City Clerk 20 Civic Center Plaza (M-30) Santa Ana, CA 92702 FREE RECORDING GOVERNMENT CODE §6103 HISTORIC PROPERTY PRESERVATION AGREEMENT This agreement ("Agreement") is made and entered into this July 16, 2012 by and between the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the of the State of California (hereinafter referred to as "City"), and Alfonso G. Cordero for Corbiz, LLC, (hereinafter referred to as "Owner"), owner of real property located at 217 N. Broadway, Santa Ana, California, 92701 in the County of Orange and listed on the Santa Ana Register of Historical Properties. RECITALS A. The City Council of the City of Santa Ana is authorized by California Government Code Section 50280 et seq. (known as the "Mills Act") to enter into contracts with owners of qualified historical properties to provide for appropriate use, maintenance, rehabilitation and restoration such that these historic properties retain their historic character and integrity. B. The Owner possesses fee title in and to that certain qualified real property together with associated structures and improvements thereon, located at 217 N. Broadway, Santa Ana, CA, 92701 and more particularly described in Exhibit "A," attached hereto and incorporated herein by reference, and hereinafter referred to as the "Historic Property". C. The Historic Property is officially designated on the Santa Ana Register of Historical Properties pursuant to the requirements of Chapter 30 of the Santa Ana Municipal Code. D. The City and the Property Owner, for their mutual benefit, now desire to enter into this Agreement which defines and limits the use and alteration of this Historic Property in order to enhance and maintain its value as a cultural and historical resource for the Owner and for the community; to prevent inappropriate alterations to the Historic Property and to ensure that repairs, additions, new building, and other changes are appropriate; and to ensure that rehabilitation and maintenance are carried out in an exemplary manner. -1- 1011 MILLS ACT AGREEMENT 217 N. Broadway Santa Ana, CA 42701 E. The Owner and the City intend to carry out the purposes of California Government Code, Chapter 1, Part 5 of Division 1 of Title 5, Article 12, Section 50280 et seq., which will enable the Historic Property to qualify for an assessment of valuation as a restricted historical property pursuant to Article 1.9, Sec. 439 et seq., Chapter 3 Part 2 of Division 1 of the California Tax and Revenue Code. NOW, THEREFORE, the City of Santa Ana and the Owner of the Historic Property agree as follows: 1. Effective Date and Terms of Agreement. This Agreement shall be effective and commence on July 16, 2012, and shall remain in effect for a term of ten (10) years thereafter. Each year, upon the anniversary of the effective date of this Agreement, such initial term will automatically be extended as provided in California Government Code Sections 50280 through 50290 and in Section 2, below. 2. Renewal. a. Each year on the anniversary of the effective date of this Agreement, a year shall automatically be added to the initial ten (10) year term of this Agreement unless written notice of nonrenewal is served as provided herein. b. If the Owner or the City desire(s) in any year not to renew the Agreement, the Owner or City shall serve written notice of nonrenewal of the Agreement on the other party. Unless such notice is served by the Owner to the City at least ninety (90) days prior to the annual renewal date, or served by the City to the Owner at least sixty (60) days prior to the annual renewal date, one (1) year shall automatically be added to the term of the Agreement as provided herein. C. Within 30 days from receipt of City's notice of nonrenewal, the Owner may file a written protest of City's decision of nonrenewal. The City may, at any time prior to the annual renewal date of the Agreement, withdraw its notice to the Owner of nonrenewal. d. If either the Owner or the City serves notice to the other of nomrenewal in any year, the Agreement shall remain in effect for the balance of the term then remaining, either from its original execution or from the last renewal of the Agreement, whichever may apply. 3. Standards and Conditions for Historic Property. During the term of this Agreement, the Historic Property shalt be subject to the following conditions, requirements and restrictions: -2- 25A-12 MILLS ACT AGREEMENT 217N. Broadway Santa Ana, CA 92701 a. Owner shall maintain the Historic Property in a good state of repair and shall preserve, maintain, and, where necessary, restore or rehabilitate the property and its character- defining features, notably the general architectural form, style, materials, design, scale, proportions, organization of windows, doors, and other openings, textures, details, mass, roof line, porch and other aspects of the appearance of the exterior to the satisfaction of the City. b. All changes to the Historic Property shall comply with applicable City plans and regulations, and conform to the rules and regulations of the Office of Historic Preservation of the State of Department of Parks and Recreation, namely the U.S. Secretary of the Interior's Standards and Guidelines for Historic Preservation Projects. These guidelines are attached hereto, marked as Exhibit B, and incorporated herein by this reference. The condition of the exterior of the property, as of the effective date of this Agreement, is documented in photographs attached hereto as Exhibit B and incorporated herein by reference. Owner shall continually maintain the Historic Property in the same or better condition as documented in Exhibit C. c. A view corridor enabling the general public to see the Historic Property from the public right-of-way shall be maintained, and Owner shall not be permitted to block the view corridor to the property with any new structure, such as walls, fences or shrubbery, so as to prevent the viewing of the historic landmark by the public. d. The following are prohibited: Demolition of the Historic Property or destruction of character-defining features of the building or site; removal of trees and other major vegetation unless removal is approved by a rehabilitation plan approved by the Historic Resources Commission, paving of yard surface; exterior alterations or additions unless approved by the Historic Resources Commission and such alternations are in keeping with the Secretary of Interior's Standards; deteriorating, dilapidated or unrepaired structures such as fences, roofs, doors, walls, and windows; storage of junk, trash, debris, discarded or unused objects such as cars, appliances, or furniture; and other unsightly by decoration, structure or vegetation which is unsightly by reason of its height, condition, or inappropriate location. e. Owner shall allow reasonable periodic examination, by prior appointment, of the interior and exterior of the Historic Property by representatives of the County Assessor, the State Department of Parks and Recreation, the State Board of Equalization, and the City of Santa Ana as may be necessary to determine the Owner compliance with the terms and provisions of this Agreement. 4. Furnishing of Information. The Owner hereby agrees to furnish the City with any and all information requested which may be necessary or advisable to determine compliance with the terms and provisions of this Agreement. -3- 25A-13 MILLS ACT AGREEMENT 217 N. Broadway Santa Agra, CA 92701 5. Cancellation. a. The City, following a duly noticed public hearing by the City Council as set forth in Government Code Section 50280, et. seq., may cancel this Agreement if it determines that the Owner has breached any of the conditions of this Agreement, or have allowed the property to deteriorate to the point that it no longer meets the standards for a qualified Historic Property, or if the City determines that the Owner has failed to restore or rehabilitate the property in the manner specified in Section 3 of this Agreement. If a contract is cancelled for these reasons, the Owner shall pay a cancellation fee to the County Auditor as set forth in Government Code Section 50286. This cancellation fee shall be a percentage (currently set at twelve and one-half (12 ''/z) percent by Government Code Section 50286) of the current fair market value of the property at the time of the cancellation, as determined by the county assessor, without regard to any restriction imposed pursuant to this Agreement. b. If the Historic Property is destroyed by earthquake, fire, flood or other natural disaster such that in the opinion of the City Building Official more than sixty (60) percent of the original fabric of the structure must be replaced, this Agreement shall be canceled because, in effect, the historic value of the structure will have been destroyed. No fee shall be imposed in the case of destruction by acts of God or natural disaster. C. If the Historic Property is acquired by emincnt domain and the City Council determines that the acquisition fnistrates the purpose of this Agreement, this Agreement shall be cancelled and no fee imposed, as specified in Government Code Section 50288. 6. Enforcement of Agreement. a. In lieu of and/or in addition to any provisions to cancel the Agreement as referenced herein, the City may specifically enforce, or enjoin the breach of, the terms of the Agreement. In the event of a default, under the provisions to cancel the Agreement by the Owner, the City shall give written notice to the Owner by registered or certified mail, and if such a violation is not corrected to the reasonable satisfaction of the Deputy City Manager for Development Set-vices or designee within thirty (30) days thereafter, or if not corrected within such a reasonable time as may be required to cure the breach or default, or default cannot be cured within thirty (30) days (provided that acts to cure the breach or default may be commenced within thirty (30) days and shall thereafter be diligently pursued to completion by the Owner), then the City may, without further notice, declare a default under the terms of this Agreement and may bring any action necessary to specifically enforce the obligations of the Owner growing out of the terms of this Agreement, apply to any court, state or federal, for injunctive relief against any violation by the Owner or apply for such relief as may be appropriate. b. The City does not waive any claim of default by the Owner if the City does not enforce or cancel this Agreement. All other remedies at law or in equity which are not otherwise provided for in this Agreement or in the City's regulations governing historic properties are available to the City to pursue in the event that there is a breach of this Agreement. No waiver by -4- 25A-14 MILLS ACT AGREEMENT 217 N. Broadway Santa Ana, CA 92701 the City of any breach or default under this Agreement shall be deemed to be a waiver of any other subsequent breach thereof or default hereunder. 7. Binding effect of Agreement. a. The Owner hereby subjects the Historic Property, located at 217 N. Broadway, Assessor Parcel Number, 398-267-02, and more particularly described in Exhibit A, in the City of Santa Ana, to the covenants reservations, and restrictions as set forth in this Agreement. b. The City and Owner hereby declare their specific intent that the covenants, reservations and restrictions as set forth herein shall be deemed covenants running with the land and shall pass to and be binding upon the Owner's successors and assigns in title or interest to the Historic Property. Every contract, deed, or other instrument hereinafter executed, covering or conveying the Historic Property or any portion thereof, shall conclusively be held to have been executed, delivered, and accepted subject to the tenants, restrictions, and reservations expressed in this Agreement regardless of whether such covenants, restrictions and reservations are set forth in such contract, deed, or other instrument. 8. No Compensation. Owner shall not receive any payment from the City in consideration of the obligation imposed under this Agreement, it being recognized that the consideration for the execution of this Agreement is the substantial public benefit to be derived therefi-om and the advantage that will accrue to the Owner as a result of the effect upon the assessed value of the property on the account of the restrictions on the use and preservation of the property. 9. Notice. Any notice required by the terms of this Agreement shall be sent to the address of the respective parties as specified below or at other addresses that may be later specified by the parties hereto. City: City of Santa Ana Attn: City Clerk 20 Civic Center Plaza (M-30) Santa Ana, CA 92702 Owner: Alfonso G. Cordero, Corbiz, LLC 217 N. Broadway Santa Ana, CA 92701 -5- 25A-15 MILLS ACT AGRE ME, NT 217 N. Broadway Santa Ana, CA 92701 10. General Provisions. a. None of the terms, provisions, or conditions of this Agreement shall be deemed to create a partnership between the parties hereto and any of their heirs, successors, or assigns, nor shall such terms, provisions or conditions cause them to be considered joint ventures or members of any joint enterprise. b. The Owner agrees to and shall indemnify and hold the City and its elected and appointed officials, officers, agents, and employees harmless from liability for damage or claims for damage for personal injuries, including death, and claims for property damage which may arise from the direct or indirect use or operations of the Owner or those of his or her contractor, subcontractor, agenda, employee, or other person acting on his or her behalf which relates to the use, operation, and maintenance of the Historic Property. The Owner hereby agrees to and shall defend the City and its elected and appointed officials, officers, agents, and employees with respect to any and all actions for damages caused by, or alleged to have been caused by, reason of the Owner's activities in connection with the Historic Property. C. This hold harmless provision applies to all damages and claims for damages suffered, or alleged to have been suffered, and costs of defense incurred, by reason of the operations referred to in this Agreement regardless of whether or not the City prepared, supplied, or approved the plans, specifications or other documents for the Historic Property. d. All of the Agreements, rights, covenants, reservations, and restrictions contained in this Agreement shall be binding upon and shall inure to the benefit of the parties herein, their heirs, successors, legal representatives, assigns, and all persons acquiring any part or portion of the Historic Property, whether by operation of law on in any manner whatsoever. e. In the event legal proceedings are brought by any party or parties to enforce or restrain a violation of any of the covenants, reservations, or restrictions contained herein, or to determine the rights and duties of any party hereunder, the prevailing party in such proceeding may recover all reasonable attorney's fees to be fixed by the court, in addition to court costs and other relief ordered by the court. f In the event that any of the provisions of this Agreement are held to be unenforceable or invalid by any court of competent jurisdiction, or by subsequent preemptive legislation, the validity and enforceability of the remaining provisions, or portions thereof, shall not be effected thereby. g. This Agreement shall be construed and governed in accordance with the laws of the State of California. -6- 25A-16 MILLS ACT AGREEMENT 217 N. Broadway Santa Ana, CA 92701 11. Recordation. No later than twenty (20) days after the parties execute and enter into this Agreement, the City shall cause this Agreement to be recorded in the office of the County Recorder of the County of Orange. 12. Notice of the Contract to Office of Historic Preservation. No later than six (6) months of entering into the contract, the owner or agent of an owner shall provide written notice of this Agreement to the Office of Historic Preservation. 13. Amendments. This Agreement may be amended, in whole or in part, only by a written recorded instrument executed by the parties hereto. 14. Effective Date This Agreement shall be effective on the day and year first written above. 15. Signatures. ATTEST: MARIA D. HUIZAR Clerk of the Council Property Owners: Date; APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Ryan O. Hodge Assistant City Attorney CITY OF SANTA ANA PAUL M. WALTERS City Manager By: -7- Alfonso G. Cordero 25A-17 25A-18 MILLS ACT AGREEMENT 217N. Broadway Santa Ana, CA 92701 Exhibit A TOWN OF SANTA ANA BLK 5 LOT 7 Assessor Parcel No. 398-267-02 -8- 25A-19 25A-20 MILLS ACT AGREEMENT 217N. Broadway Sauta Ana, CA 92701 Exhibit B Exterior work shall be reviewed by the Historic Resources Commission and subject to the U.S. Secretary of the Interior's Standards for Rehabilitation of Historic Buildings, as follows: 1. Every reasonable effort shall be made to provide a compatible use for a property which requires minimal alteration of the building, structure, or site and its environment, or to use a property for its originally intended purpose. 2. The distinguishing original qualities or character of a building, structure or site and its environment shall not be destroyed. The removal or alteration of any historic material or distinctive architectural features should be avoided when possible. 3. All buildings, structures, and sites shall be recognized as products of their own time. Alterations that have no historical basis and which seek to create an earlier appearance shall be discouraged. 4. Changes which may have taken place in the course of time are evidence of the history and development of a building, structure, or site and its environment. These changes may have acquired significance in their own right, and this significance shall be recognized and respected. 5. Distinctive stylistic features or examples of skilled craftsmanship which characterize a building, structure, or site shall be treated with sensitivity. 6. Deteriorated architectural features shall be repaired rather than replaced, whenever possible. In the event replacement is necessary, the new material should match the material being replaced in composition, design, color, texture, and other visual qualities. Repair or replacement of missing architectural features should be based on accurate duplications of features, substantiated by historic, physical, or pictorial evidence rather than on conjectural designs or the availability of different architectural elements fiom the other buildings or structures. 7. The surface cleaning of structures shall be undertaken with the gentlest means possible. Sandblasting and other cleaning methods that will damage the historic building materials shall not be undertaken. 8. Every reasonable effort shall be made to protect and reserve archaeological resources affected by, or adjacent to any project. 9. Contemporary design for alternations and additions to existing properties shall not be discouraged when such alterations and additions do not destroy significant historical, architectural or cultural material, an such design is compatible with -9- 25A-21 MILLS ACT AGREEMENT 217 N. Broadway Santa Ana, CA 92701 size, scale, color, material and character of the property, neighborhood, or environment. 10. Wherever possible, new additions or alterations to structures shall be done in such a manner that if such additions or alterations need to be removed in the future, the essential form and integrity of the structure would be unimpaired. - to - 25A-22 Exhibit C (photographs attached) Front anA west-facing elevation MILLS ACT AGREERIENT 217 N. nrondimy Santa Ana, Cat 92701 - I 1 - 25A-23 a Q z O F- 4 0 O J O I-- O CL H w w w H 0 z O u w w ti 0 N a 0 z 25A-24 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: J U LY 16, 2012 TITLE: AMENDMENT TO AGREEMENT WITH ADVANCED TECHNOLOGY INFORMATION MANAGEMENT SYSTEMS FOR JAIL MANAGEMENT SYSTEM MAINTENANCE CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ? As Recommended ? As Amended ? Ordinance on 1st Reading ? Ordinance on 2"d Reading ? Implementing Resolution ? Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and the Clerk of the Council to execute the attached amendment (Exhibit 2) to Agreement A-2012-029 with Advanced Technology Information Management Systems (ATIMS) to provide software enhancement and data import services in an amount not to exceed $ 63,400, subject to non-substantive changes approved by the City Manager and City Attorney. DISCUSSION The Santa Ana Jail utilizes computer software to manage jail operations. On 2/21/2012, the City Council approved a beta site agreement with ATIMS (Exhibit 1) for a new and innovative Jail Management system. As the implementation of this system has progressed, the co-developer offered additional components which add needed functionality. These components require additional data source conversions from previous systems being rendered obsolete. Further, new interfaces need to be specifically created for the Santa Ana City Jail by ATIMS to allow the sharing of information with other law enforcement and justice agencies. Also, the Police Department shares a mug-capture system with the Jail used for processing arrestees. This antiquated system will also be eliminated and replaced with enhanced functionality and information sharing possibilities through the ATIMS system. Staff recommends authorizing these enhancements in order to maximize the City's utility of the ATIMS Jail Management System. 25B-1 Jail Management System Maintenance July 16, 2012 Page 2 FISCAL IMPACT Funds are available in the Santa Ana Jail Inmate Welfare Fund (no.02314475 62300 / $33,000) and the Police Department Asset Seizure Fund (no. 02614450 62300 / $ 30,400). APPROVED AS TO FUNDS AND ACCOUNTS: Carlos Rojas Deputy Chief Police Department Agency 11X Francisco Gutierrez Executive Director Finance and Management Services Exhibits: 1. Original Agreement (A-2012-029) 2. Amendment to Agreement 25B-2 A-2012-029 Advanced Technology IniormnUon Management Systems AGREEMENT FOR SUPPORT AND MAINTENANCE OF THE JAIL MANAGEMENT SYSTEM FOR SANTA ANA POLICE DEPARTMENT Exhibit 1 aR--#l ?F f AGREEMENT FOR SUPPORT AND MAINTENANCE OF THE JAIL MANAGEMENT SYSTEM L This Support and Maintenance Agreement is made and entered into as of the MAR Q_8 2W ("Effective Date"), between the City of Santa Ana, hereinafter referred to as "CITY", having its principal office at 62 Civic Center Plaza, Santa Ana, CA 92702, and Act 1 Group, Inc., a California corporation, doing business as ATIMS and, hereinafter referred to as "ATIMS", having its principal place of business at 9638 Topanga Canyon Place, Suite B, Chatsworth, CA 91311. WITNESSETH WHEREAS, the City desires to contract with ATIMS to obtain Jail Management System software called Advanced Technology Information Management System (ATIMS) hereinafter referred to as "Software", Licenses, and Services described herein to install a jail management system, and G, ATIMS desires to contract with the City to provide said Software, Licenses, and the Services described herein; THEREFORE, in consideration of the foregoing premises, mutual covenants and agreements contained herein, and other good and valuable consideration, receipt of which is acknowledged, the parties hereto agree as follows: 1. GRANT OF LICENSE ATIMS hereby grants to City a perpetual, non-exclusive, non-transferable 200 named user grant license to use the Advanced Technology Information Management System software and with unlimited named users for the Prebook/Probable Cause Module for its use in relation to the Jail Management System, and maintenance and support services during the term of this Agreement. ATIMS and the City of Santa Ana enter into this agreement with the understanding that ATIMS is giving the City of Santa Ana a web-based Jail Management Software system at a deeply discounted price for agreeing to be a Beta Test Site. 2. INSTALLATION ATIMS will install the ATIMS system in the City's facilities as set forth in Addendum A, attached hereto and incorporated by this reference. 3. SUPPORT SERVICES 3.1. Terms of Agreement. The Annual Support and Maintenance Agreement entitles the CITY to the following: Exhibit 1 -- 5B-4 • Free product upgrades of both minor and major releases of ATIMS (subject to the cost of installation, customization, and training) 1-hour response time during normal business hours. Detailed information regarding support hours is enclosed in Section 3.2 below • Our emergency number for service after normal business hours is 818-254-0851 3.2. Support Hours. ATIMS offers normal support during its regular business hours Monday through Friday between 8 AM - 5 PM PST excluding holidays. ATIMS additionally provides critical support twenty four (24) hours a day / 7 days a week. Critical support is defined as any issue that • Causes the ATIMS system to stop running agency wide • Prevents any essential or required data elements from entry 3.3. Support Requests. CITY agrees to submit all requests for support via telephone, or online through e-mail or a special section of the ATIMS web site. CITY will provide to ATIMS all information reasonably requested by ATIMS, which will enable ATIMS to provide Support. Such information may include, but not be limited to, the type of hardware being used, a description of the problem, and any additional software being used that falls outside the Scope of coverage. CITY understands and agrees that the completeness and accuracy of the information provided pursuant to this Section may affect ATIMS ability to provide Support. 3.4. Response Times. ATIMS support staff will make a determination during the initial call on the severity of the issue. Based on our assessment, response time will be determined. Any critical issue or any issue preventing logic flow of the software will receive immediate attention. The below table provides details on severity levels. Severity Level Description Level One An incident is classified as Severity 1 if the problem affects production and demands immediate attention. Normal service has been disrupted. Business risk is high. Customer receives a status report within the first hour. Problem should be resolved within four hours. Customer receives a status report every four business hours. Level Two An incident is classified as Severity 2 Incident where the Incident affects production systems and demands immediate attention. Customer or IT service has been affected. Business risk is moderate to low. Customer receives a status report within four hours. Incident should be resolved within two days. Customer receives a status report eve four business hours. Level Three A Severity 3 Incident is defined as an Incident that has low impact. Customer or IT service has not been affected. Business risk is low. Customer receives a status report within 24 hours. Problem should be resolved within five working da s. Level Four A Severity 4 Incident is one that has low to minimal impact. This involves system enhancements, upgrades and minor problems not impacting production. Resolution is deferred and is to be addressed when time allows. 3.5. Basic Maintenance Obligations. ATIMS shall diligently strive to both eliminate any deficiencies in the Software and also to continually improve the functionality and utility of the Software. A deficiency is defined as an error in program logic, calculation or processing, difficulties in error handling, user interface errors and hardware interface errors that prohibit the software from functioning as needed. ATIMS shall provide the Support Services described above. 3.6. Technical Support. ATIMS shall furnish the CITY with a Technical Support Report upon completion of each response by such support staff as described in Section 3.5 and upon resolution of each inquiry under Section 3.4. ATIMS shall maintain a log for these Reports to reside. The Report shall include, as a minimum, the following: a. Date and time notified. b. Date and time of arrival or inquiry response; c. Time spent for resolution of Deficiencies. d. Description of Deficiency; and e. Description of Deficiency resolution. 3.7. Updates and Enhancements. ATIMS shall provide the CITY with all Updates, Enhancements and associated Documentation that are provided as general releases or new releases to the Software regardless of any operating system or hardware platform support changes, including changes to minimum systems requirements of the server or CITY environments. Such Documentation shall be adequate to inform CITY of the pre-existing problems resolved by the new release and any significant new features included in the release that are known by ATIMS. In addition, ATIMS shall produce such Software Enhancements as the CITY requests in a commercially reasonable time and form at an additional charge in accordance with the Maintenance Fee description in Section 5, Fees and Invoices. Enhancements to correct any Deficiency shall be provided to the CITY at no additional cost, provided a support agreement is in force. 3.8. Personnel and Services. ATIMS shall maintain adequate personnel to provide the Support Services. ATIMS personnel shall be qualified to render the Support Services. ATIMS shall perform all Services required pursuant to this Agreement in a professional manner, with high quality, and ATIMS shall give highest priority to the performance of the Services. Exhibit 1 4. TERM AND TERMINATION The term of this Agreement shall commence on the Effective Date, and continue for a period of five (5) one-year periods based on system cutover date. The Agreement will be renewed upon the City's annual payment of Support and Maintenance Fees as set forth in Section 5, below. After the initial contract period either party may terminate this Agreement providing sixty (60) day written notice to the other party. In the event the other party fails to perform its obligations under this Agreement, and such default is not cured within thirty (30) days after receipt of such written notice, the non-defaulting party may terminate by sending ten (10) day written notice to the defaulting party. 5. FEES AND INVOICES. The License provided pursuant to Section 1, above, and Installation services shall be included in the Year 1 ATIMS Maintenance, Integration and Interface services fee, as set forth in Section 5. 1, below. 5.1. Annual Support and Maintenance Fees: The Annual Support and Maintenance fees are described in the table below. The first year payment includes the License fee for the license described in Section 1, above, and installation services as set forth in Section 2, above. The Year 1 fee shall be due on the following schedule: • 40% due on the signing of this contract; • 15% is due on installation of the test database (Addendum A, Task 3.1a); • 15% due on installation of production database (Addendum A, Task 3.1b); • 10% on delivery of Training (Addendum A, Task 3.3) • 15% on System Cutover (Addendum A, Task 3.4). This date becomes the anniversary date for payments due thereafter. • 5% on System Documentation (Addendum A, Task 3.5). 1 ATIMS Maintenance, Integration, and Interface services. $ 105,000 2 ATIMS Maintenance and Integrations services. $ 87,000 3 ATIMS Maintenance Fee $ 57,000 4 5 ATIMS Maintenance Fee ATIMS Maintenance Fee $ 66,780 $ 66,780 Exhibit 1 25B-7 The cost for maintenance and support after the initial 5-year contract period shall be calculated at ATIMS's then customary rate not to exceed 4% of the prior year's maintenance fees. Any and all payments made by CITY pursuant to this Agreement shall be non-refundable and shall be paid in advance. There shall be no refunds or credits for any unused services upon the termination of this Agreement. However, in the event ATIMS fails to provide reasonably satisfactory service, per the Support and Response Time Agreement in this contract, ATIMS agrees to refund the amount commensurate to the number of months remaining in the term of the agreement. In the event that CITY fails to make payments to ATIMS pursuant to this Agreement, ATIMS obligations to provide Support shall be suspended until ATIMS receives full payment for all fees due to ATIMS. Custom programming and program changes requested by the CITY shall be performed by ATIMS at a mutually agreed upon rate for a mutually agreed upon number of hours outlined in a Scope of Work (SOW) contract signed and agreed upon by both parties prior to commencement of the work. The additional Professional Services will be billed by invoice according to Section 5.2. 5.2. Invoices. The CITY shall pay all Maintenance fees, authorized expenses, and other costs pursuant to this Agreement within 30 days of receipt by the CITY of any correct and undisputed invoice from ATIMS. Invoices shall be mailed or provided to the CITY at its notice address. 6. TEST SYSTEM Any and all upgrades, enhancements, fixes, etc. shall first be done on the test database. They shall then be tested by City Personnel and only after City authorization given, shall said changes be applied to the Production Database. The test database will be created by ATIMS on the CITY's server without the requirement for additional hardware or software. As this is a web- based system, CITY users will be able to access the live and test databases from any machine on the Police Department's network. Apart from the CITY having access to the test database, ATIMS can also be assigned access to the same by the CITY. 7. ASSIGNMENT This Agreement and the rights and obligations hereunder are not assignable or delegable by either party without prior written consent of the other party. Any such assignment or delegation is VOID. This Agreement shall inure to the benefit of and be binding on the parties hereto and their permitted successors and assigns. Exhibit 1 8. ENTIRE AGREEMENT This Agreement, along with the Scope of Work outlined in Addendum A, constitutes the entire Agreement and understanding between CITY and ATIMS, and there are no other agreements, representations, warranties or understandings between CITY and ATIMS with respect to the work hereunder. 9. INDEPENDENT CONTRACTOR For all times under this Agreement, ATIMS's relationship to CITY is that of an independent contractor. For purposes of this Agreement, personnel retained by ATIMS shall, at all times and under all circumstances, be considered either an employee or an agent of ATIMS. Under no circumstances shall ATIMS personnel be considered borrowed employees without prior written authorization of CITY. 10. FORCE MAJEURE ATIMS shall not be held responsible for delays in performing services as a result of acts beyond its control and without its fault or negligence, including, but not limited to acts of God or public enemies, acts of state or local governments or public agencies, utility or telecommunication delays or failures, accidents not resulting from ATIMS's negligence, fire, flood, storms, epidemics, strikes, lockouts, industrial disturbances, war, rebellion or civil strife, or failure of CITY to provide requested data reasonably required to perform ATIMS's assigned task(s) where such failure was not caused in whole or in part by ATIMS. In the event of a delay attributable to the foregoing, the time for performance of work hereunder shall be extended for a period of time equal to the delay. 11. CONTROLLING LAW 6.1. Laws of California Control. The terms and conditions of this Agreement and all its Exhibits and rights and duties hereunder shall be governed by and construed in accordance with the laws of the State of California. 6.2. Rules of Interpretation. No provision of this Agreement shall be interpreted for or against a party because that party or its legal representative drafted such provision, and this Agreement shall be construed as if jointly prepared by the parties. Exhibit 1 25B-9 12. CAPTIONS AND PARAGRAPH HEADINGS Captions and paragraph headings used herein are for convenience only and are not a part of the Agreement and shall not be used in construing same. 13. MODIFICATIONS AND WAIVERS This Agreement may not be modified except in writing and signed by authorized representatives of both parties. A waiver by either party of its rights hereunder shall not be binding unless contained in writing and signed by an authorized representative of the party waiving its rights. The non-enforcement or waiver of any provision on one (1) occasion shall not constitute a waiver of such provision on any other occasion unless expressly so agreed in writing. It is agreed that no use of trade or other regular practice or method of dealing between the parties hereto shall be used to modify, interpret, supplement, or alter in any manner the terms of this Agreement. No waiver of a breach of any provision of this Agreement shall constitute a waiver of any other breach of such provision. Failure of CITY to enforce at any time, or from time-to-time, any provision of this Agreement shall not be construed as a waiver thereof. The remedies herein reserved shall be cumulative and additional to any other remedies in law or equity. 14. VALIDITY The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision. 15. GENERAL INDEMNIFICATION ATIMS shall hold CITY, its agents, officers, employees, and volunteers, harmless from and save, defend and indemnify the same against all claims, losses, liability and damages from every cause, including but not limited to injury to person or property, and related costs and expenses, including reasonable attorneys fees, arising directly or indirectly out of any act or omission of contract performance by ATIMS, its agents, officers, employees, or volunteers. If such defense becomes necessary, the City Counsel for the CITY shall have the absolute right to approve any and all counsel employed to defend the CITY. This paragraph shall survive any expiration or termination of this Agreement. Exhibit 1 25B-10 16. INDEMNIFICATION OF INTELLECTUAL PROPERTY ATIMS shall indemnify and hold CITY, its agents and employees harmless from any loss, damage or liability for infringement of any United States patent right, copyright, trade secret or any other proprietary right with respect to the use of the items delivered hereunder, provided ATIMS is promptly notified in writing of any suit or claim against CITY and provided further that CITY permits ATIMS to defend, compromise or settle the same and gives ATIMS all available information, assistance and authority to enable ATIMS to do so. ATIMS indemnity as to use shall not apply to any infringement arising out of use in combination with other items where such infringement would not have occurred in normal use. This paragraph shall survive any expiration or termination of this Agreement. A. If such materials are found to infringe, or in the reasonable opinion of ATIMS are likely to be the subject of a claim, ATIMS will, at its option: • obtain for the CITY the right to use such materials; • replace or modify the materials so they become non-infringing; or • if neither (1) or (2) is reasonably achievable, remove such materials and refund their net book value based on a straight-line basis over a five (5) year period commencing on the date the allegedly infringing item(s) were first delivered to the CITY. B. ATIMS has no obligation to the extent any claim results from: • modification of the materials other than at the direction of ATIMS, or • use of an allegedly infringing version of the materials, if the infringement could have been avoided by the use of a different version made available to the CITY. C. This section states ATIMS's entire obligation to the CITY and the CITY'S sole remedy for any claim of infringement. 17. INSURANCE ATIMS shall provide at its own expense and maintain at all times while an annual support agreement is in effect the following insurance with insurance companies licensed in the State of California and shall provide evidence of such insurance to the CITY as may be required by the Risk Manager of the CITY. The Policies or certificates thereof shall provide that, thirty (30) days prior to cancellation or material change in the policy, notices of same shall be given to the Risk Manager of the CITY by registered mail, return receipt requested, for all the following state insurance policies. Exhibit 1 25B-11 Worker's Compensation -In compliance with the statutes of the State of California. General Liability insurance - with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. The certificate of insurance shall indicate the aforementioned. Automobile Liability insurance -With a minimum limit of liability per occurrence of $1,000,000 for bodily injury and $100,000 for property damage. This insurance shall cover for bodily injury and property damage, owned automobiles, and non-owned automobiles. ATIMS shall maintain insurance for as long as an annual support agreement is in effect. In the event ATIMS fails to provide such insurance or to pay premiums thereon for the period required following completion of this Agreement, CITY shall have the right to pay such premiums as are reasonable and commercially available, on behalf of ATIMS and deduct the costs thereof from any sums then owing to ATIMS. If at any time any of said policies are reasonably unsatisfactory to the CITY, as to form or substance or if a company issuing such policy is reasonably unsatisfactory to the CITY, ATIMS shall promptly obtain a new policy submit the same to the Risk Manager for approval and submit a certificate thereof as hereinabove provided. Upon failure of ATIMS to furnish, deliver or maintain such insurance and certificates as above provided, this Agreement, at the election of the CITY may be forthwith declared suspended, or terminated. Failure of ATIMS to obtain and/or maintain any required insurance shall not relieve ATIMS from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of ATIMS concerning indemnification. The CITY, its officials, agents and employees shall be named as an additional insured on automobile and general liability insurance policies required herein. ATIMS'S insurance policy(ies) shall include a provision that the coverage is primary and not-contributory as respects the CITY (to the extent of ATIMS's negligence in the performance of its services under this agreement); shall include no special limitations to coverage provided to additional insured under the automobile and general liability policies; and, shall be placed with insurer(s) with acceptable Best's rating of A: VII or with approval of the Risk Manager. Exhibit 1 13. SIGNATURES IN WITNESS WHEREOF, CITY and ATIMS have executed this Agreement on the day and year set forth above. By CITY OF SANTA ANA G? ATIMS By ' i c t ( c, i. Paul Walters / City Manager ?i ATTEST: MARIA D. HUIZAR CLERK OF THE COUNCIL Vice President .2 / / '2- Exhibit 1 25B-13 Addendum A SCOPE OF WORK 1. Overview The following is a description of the work ATIMS is to perform, with the CITY's responsibilities defined where applicable, and the deliverables to be provided. It defines the principal activities and responsibilities of ATIMS and the CITY to install ATIMS's system in the City's facilities. The Scope of Services may be updated as required throughout the life of the implementation with mutually agreed upon dates by both the CITY and ATIMS. All updates will be performed by ATIMS and submitted to the CITY for approval. 2. Specifications Implement ATIMS's web-based Jail Management System (JMS) for the CITY. The software shall be installed on a Windows 200312008 Server with client workstations accessing it with a compatible web browser through a TCP/IP network connection. The CITY will be responsible for ensuring the connection between the server and client workstations are stable and secure. 3. Installation of ATIMS's JMS The following steps outline the installation process for ATIMS's Software. ATIMS agrees that the installed ATIMS JMS system will be the most current version available at the time of the signing of this agreement. Once the CITY has configured the Microsoft SQL Server 2008 R2 server with the operating system, ATIMS will install the web-based software and create a test database. ATIMS's engineers will perform this process. The software will be loaded with minimal table values and a System Administrator account. The CITY's system administrator will then use the administrator account to create all necessary user accounts and user groups. In conjunction with the CITY's System Administrator, the ATIMS engineer will load client-specific codes and values into the system's maintenance tables and will provide a soft copy of the contents of all lookup tables. 3.1 Databases. ATIMS and the CITY will configure at least two identical databases with one being used for testing and training and the second being used for production. The 2 databases, residing on the same database server, will contain the following: Exhibit 1 25B-1 3.1a.Test Database 1. ATIMS's web-based JMS in its entirety 2. A sample training database containing person and data records 3. State of California Charge Codes and Descriptions 4. At least 500 records of sample inmate records 5. Samples of ad hoc reports. 3.1b. Production Database 1 ATIMS's web-based JMS in its entirety (if different from the test database) 2 Creation of a default live database 3 The complete, tested, and certified code tables localized to the CITY as per the information provided by the CITY 4 Ad Hoc reports available within the system 5 ATIMS's training reference materials As ATIMS's application is a web-based system, no client install is required and client workstations only require a compatible web browser (including in the requirement section below) to operate the JMS. ATIMS will provide training to the CITY on how to create users and security roles within the JMS. During the training, ATIMS's trainer will assist the CITY in creating sample user accounts with the relevant security roles. The CITY will be responsible for creating the remainder of the user accounts and assigning security privileges to all jail staff users. Minimum Requirements Hardware Database & Web Server: Processor: Intel Xeon, E5450 @ 3 GHz or higher Memory: 4 GB RAM Hard Disk: 500 GB HDD Video: Video Card that Supports resolution of at least 1024 X 768 Network: Network card, Internet access for remote ATIMS support staff access. Exhibit 1 25B-15 Workstation: Processor: Pentium IV (or compatible) 1.8 GHz or higher processor Memory: 1 GB RAM Hard Disk: Not applicable Video: Video Card that Supports resolution of at least 1024 X 768 Network: Network card Note: The above workstation requirements are only a recommendation as ATIMS can be run on any PC with an Internet Explorer 8.0 or higher web browser. Software Database Server: Operating System: Microsoft Windows 2003 Server or higher Database: Microsoft SQL Server 2008 R2 Remote Access: Microsoft Windows Terminal Services or compatible solution for support Web Server: Operating System: Microsoft Windows 2003 Server or higher with Windows IIS 6 0 Remote Access: . Microsoft Windows Terminal Services or any compatible solution for support Workstation: Operating System: Microsoft Windows XP or higher. Browser: Internet Explorer 8.0 or higher, Chrome 10 or higher, Safari 4 or higher, Firefox 3.6 or higher Dependencies: NET framework 4, java script, acrobat viewer, flash Recommended Rea uirements Hardware Database & Web Server: Processor: Quad Core E7310 Xeon, 1.6GHz or higher Memory: 8 GB RAM Hard Disk: 1 TB 10K RPM Video: Video Card that Supports resolution of at least 1024 X 768 Network: Network card, Internet access for remote ATIMS support staff access. Note: ATIMS recommends that additional RAM and hard drive space be added to handle the additional services or software to be installed on the Server. Workstation: Processor: Pentium IV (or compatible) 1.8 GHz or higher processor Memory: 2 GB RAM Hard Disk: Not applicable Video: Video Card that Supports resolution of at least 1024 X 768 Network: Network card Exhibit 1 25B-16 Software Database Server: Operating System: Microsoft Windows 2008 Server or higher Database: Microsoft SQL Server 2008 R2 Remote Access: Microsoft Windows Terminal Services or any compatible solution for support Web Server: Operating System: Microsoft Windows 2008 Server or higher with Windows IIS 6.0 Remote Access: Microsoft Windows Terminal Services or any compatible solution for support Workstation: Operating System: Microsoft Windows XP or higher. Browser: Internet Explorer 8.0 or higher, Chrome 10 or higher, Safari 4 or higher, Firefox 3.6 or higher. 3.2 Interfaces The City understands and ATIMS agrees that the following interfaces currently can reside in the ATIMS JMS system. ATIMS agrees that the programming work must be done be completed to make these interfaces functional are included in this maintenance agreement. The below interfaces are understood to currently exist in ATIMS JMS solution: i) Mobile booking - The Prebook system will be used for this and is already available as part of the ATIMS solution and included as part of this agreement. ii) Commissary - ATIMS will work with the CITY's current vendor to establish an import and export interface engine. The interface work by ATIMS will be included as part of this agreement. The CITY will pay any cost incurred by the CITY's commissary vendor for this interface. iii) AFIS - Cal ID Interface - ATIMS will work with the CITY's AFIS vendor to establish an export interface engine to prevent dual entry. The interface work by ATIMS will be included as part of this agreement. iv) Inmate Phone System -ATIMS will work with the CITY's Inmate Phone vendor to establish an export interface engine to provide an active roster with pin assignment. The interface will be included as part of this agreement. The CITY will pay their phone vendor for any costs required by that vendor for interface. v) Vine (Appriss) - Interface by VINE is handled directly by Appriss. ATIMS will provide all necessary instructions to Appriss as part of this agreement. Santa Ana will be responsible for contracting Appriss for the solution and access to the live ATIMS database for Appriss must be provided by The CITY's IT department. Any cost incurred by Appriss for this interface will by paid by the CITY. Exhibit 1 25B-17 3.3. Tables and Codes Development As part of the system installation, maintenance tables will need to be populated to reflect the exact requirements of the CITY. ATIMS will supply a list of all maintenance tables along with a sample set of standard values that agencies within California utilize to facilitate review by the CITY. The CITY will edit the lookup document per its preferences and provide the same to ATIMS to be implemented. Once all codes are properly entered into a test database and verified by the CITY, ATIMS will copy the training database values to the production database. 3.4. Training Tasks ATIMS will perform training in consultation with the CITY, based on its needs and specifications. ATIMS and the CITY will agree upon the training curriculum, which will include the following: a. Booking Process b. Property Management c. Classification d. Housing Assignments e. Records management f. Releases g. Maintaining inmate Scheduling and Tracking h. Managing Inmate Movement i. Managing Visitations j. Inmate Accounting Management k. Creating Inmate Listings 1. Merging, Sealing, and Purging of Inmate Records m. Management and Statistical Reports ATIMS will create a custom training plan in consultation with the CITY to ensure that users receive appropriate training keeping in mind the CITY's processes and workflow. This plan will describe and identify the quantity of each type of training class that will be provided, any required prerequisites, and the maximum number of users recommended in each class. ATIMS recommends a train-the-trainer approach and will work with CITY in developing an effective training plan. Exhibit 1 25B-18 3.5. Cutover to ATIMS ATIMS and the CITY will achieve the cutover to the new system in the following manner. Pre-production Activities. ATIMS will be performing the data conversion of legacy CITY data and will perform a "practice" cutover exercise utilizing the legacy CITY data used for testing and training. A core team of the CITY's staff will intake new cases, create documents, and generate reports within the system. They will log any major problems as they utilize the practice production system. ATIMS, with reasonable assistance from the CITY, will address and solve the problems on the practice system. ATIMS and the CITY will then agree on a date/time for system cutover. Acceptance Phase. After ATIMS has installed the Licensed Software and both the CITY and ATIMS have mutually agreed that the system is functional, the CITY shall have a period of thirty (30) days ("Acceptance Period") from the date of installation to verify that the licensed software performs to the specifications. In the event that the CITY determines that the Licensed Software does not meet such specifications, the CITY shall notify ATIMS in writing, and ATIMS shall modify or correct the Licensed Software as required. The date of Acceptance will be that date upon which the CITY provides ATIMS with written notice of the satisfactory completion of the Acceptance testing. Acceptance testing will be performed by the CITY prior to production cutover. ATIMS will devise, and the CITY will approve a formal test plan and form. The CITY will monitor and approve results of tests conducted prior to system acceptance. The CITY and ATIMS will sign and date all testing results and will agree on whether or not the system passes or needs more modification and testing. If the functioning requirements of the system fail at testing, ATIMS will correct the problems at no additional cost to the CITY. This is only applicable for functions already within the system. In that event the acceptance testing process will be repeated after the changes are made as many times as needed, until the application passes. Acceptance testing will be completed when ATIMS and the CITY agree that the system is ready for production, and when both parties sign, date and check the final acceptance on the testing forms. Production Cutover. On a date agreed to by both parties, the CITY will begin production use of the ATIMS software. There will be a freeze on any further data entry into the existing Jail Management System so that the production data will be current when the actual cutover takes place. ATIMS will provide priority processing for all calls during the first month of cutover to troubleshoot any problems that may arise and to assist users in their use of the system as needed. If it is determined that a higher level of support is required, the CITY and ATIMS shall agree on the specifics of additional support required. ATIMS will shift to maintenance mode from this point forward. Exhibit 1 25B-19 3.6. System Documentation ATIMS will document the installed system and will provide up-to-date user manuals and technical documentation, including a complete data dictionary. The data dictionary will assist jail staff in creating their own ad hoc queries and reports as well as developing custom reports with third party reporting software as desired by the CITY. 4. ATIMS Responsibilities Following is a description of ATIMS's responsibilities during the implementation process: Pre-installation I Review the CITY's proposed hardware configuration to determine that it is compatible with ATIMS. 2 Calculate preliminary total database size based on the CITY-provided transaction volumes 3 Install ATIMS a. Provide the City with installation instructions and hardware connection diagrams 4 Create training database 5 Create ATIMS objects and system setup code tables 6 Configure the CITY's system tables and enroll users in test database 7 Provide general and system administrator training 8 Assist the CITY in configuring the production security tables and user privileges 9 Confirm network connectivity for interfaces Data Conversion Map fields from current system to ATIMS as per the data conversion requirements, using the CITY-provided documentation, and data. ATIMS will work in conjunction with the CITY in completing this requirement. 2 Create and run data exception reports a. Review these reports with applicable City Staff 3 Perform test conversion. a. In coordination with City IT, Jail It and Police Department Staff Exhibit 1 8-20 4 Perform all subsequent loading of legacy data as needed through cutover a. Confirm with Jail staff the acceptance of the loaded legacy data Training 1 Train users to utilize the system 2 Provide context-based training to groups of managers, clerical staff, officers, super users, and system administrators 3 ATIMS will allocate a total of 40 hours of onsite training and an additional 20 hours remote training. The CITY can decide when and how the hours will be divided based on an agreed upon training plan. 5. CITY Responsibilities Following is a description of CITY's responsibilities during the implementation process: Pre-installation Install adequate server and client hardware Provide ATIMS with transaction volumes of legacy systems Define user access and security privilege classes and provide a complete list of users, titles, and relevant user information. Provide ATIMS with basic network configuration details including hosts and TCP/IP addresses Provide ATIMS with Internet/VPN access for remote support and maintenance Data Conversion I Extract data from Legacy Jail System and provide the extracted data in a SQL database or delimited/flat ASCII file format Review legacy system to identify fields that are an anomaly and used for other than the field's initial purpose (if any), to assist ATIMS to map fields to the appropriate field in ATIMS's System. 3 3. Review data exception reports and correct the data in the current system Exhibit 1 B-21 Training 1 Provide training environment with adequate hardware and software 2 Provide lists of trainees by role in the department and training to be received 3 Manage training schedule to ensure that all trainees appear as scheduled 4 Provide evaluative feedback to the trainers BETA SITE UNDERSTANDING This document defines the understanding between Advanced Technology Information Management Systems (ATIMS) and the City of Santa Ana, in which the City agrees to test a software program known as Jail Management Software (JMS) and keep ATIMS aware of the test results. 1. Background ATIMS has chosen the Santa Ana Police Department to be a Beta Site for its Jail Management Software. In the computer industry a Beta Site agreement generally refers to an understanding between a vendor and their selected partner to deploy unfinished software in a real-world environment, subsequently working in cooperation to reach a finished product. This is the specific case with the agreement between ATIMS and the City of Santa Ana. BETA testing means the software is deployed within a real-world environment while still in its final stages of development, with the specific intent of working out bugs (computer code/program defects) and/or identifying needed modifications or changes. The City of Santa Ana will work cooperatively with ATIMS to send back information on bugs that are experienced while field testing the program and offering suggestions for enhancement. This relationship allows the vendors' programmers to correct bugs. As part of the BETA site agreement, ATIMS will be providing the City of Santa Ana software and users licenses free of charge. This arrangement is beneficial to both parties as the City receives costly software at no charge and ATIMS gains the opportunity to deploy their software in a real- world environment, exposing it to a variety of users utilizing the system throughout their job functions to identify issues that normal internal quality control would not catch and identify. 2. ATIMS's Obligations ATIMS shall provide the City with software, licenses and any necessary documentation and instruction needed to use JMS. ATIMS will work cooperatively with the City of Santa Ana to address reported bugs and enhancement requests. Upon satisfactory completion of the testing, ATIMS shall furnish the City with the production release of the JMS. 3. The City of Santa Ana's Obligations The City shall test the JMS under normally expected operating conditions in the City's environment during the test period. The City will gather and report test data as agreed upon with ATIMS. The City will allow ATIMS access to JMS at all times for inspection, modifications and maintenance. Exhibit 1 4. Software a Trade Secret JMS is proprietary to, and a valuable trade secret of, ATIMS. The City shall maintain JMS in the strictest confidence. The City will not, without ATIMS's prior written consent: (a) disclose any information about the JMS, its design and performance specifications, its code, and the existence of the beta test and its results to anyone other than the City's employees who are performing the testing; (b) copy any portion of the JMS or documentation, except to the extent necessary to perform beta testing; (c) reverse engineer, decompile or disassemble the JMS or any portion of it. S. Security Precautions The City shall take reasonable security precautions to prevent the JMS from being seen by unauthorized individuals whether stored on the City's hard drive or on physical copies such as CD-ROMS, diskettes or other media. Exhibit 1 25B-24 4 A AC" CERTIFICATE OF LIABILITY INSURANCE DATE(0MID° ' 2121!2012 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Phone: (31DA78-5041 CONTACT Fa): (310)479-8707 NME: M.G. Skinner & Associate, PHONE ExtI; A X Nal_ -----? -- E-MAIL 1 1030 Santa Monica Blvd. ADMESS: Suite 207 INSURER(S) AFFORDING COVERAGE ..^NAIC 0 Los Angeles, California 90025 INSUIRER A : National Union Fire Insurance Company Of Pittsburgh, ? 19445 INSURED INSURER B; Federal Insurance Company 20281 The Act 1 Group, Inc., dba: ATIMS INSURER e : Ace American Insurance Conlpany 22667 P.O. Box 29048 msuRER D :%ndelwriters At Lloyd's, London 15792 Glendale, CA 912{j9-9{fa8 INSURER E: I r/11rcOAf_CC f_GRTICICATr- Ill 1URF0- ATIM9n1r,-I RFIQCIAM NIIPARFR- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. I LTR NSR TYPE OF INSURANCE D OL 2M R WVD POLICY NUMBER POLICY EFF POLICY w EXP LIMITS GENERAL LIABILITY _. SSI., 4257556 a/ 1 /20 11 I 4/1,1012 :. EACH OCCURRENCE ____. l_ $ o?x){c 1 A COMh1ERC1AL GENERAL LIABILITY RENTED PREMISES lEa oaaxra 1 00 000 CLAIMS-MADE OCCUR ! MED EXP (Any one person) S 55.000 ? PERSONAL & AM INJURY f 3,0{10,000 - _. GENERAL AGGREGATE f _ 3.000,000 GEKL AGGREGATE LIMIT APPLIES PER j PRODUCTS - COMPIOP AGG S 3 OI)D,OOO ?I. POLICY ; PRO- LOC f AUTOMOBILE LIABILITY B COMBINED SINGLE LIMIT 7318-37-62 14`P201 1 4/112012 rEaaccident) 1 .000.000 -.-- ff_ ? i ANY AUTO BODILY INJURY (Per person) f i ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per accident) f - ( ?- ? 1 HIRED AUTOS ! ? NON-OYMED AUTOS LeOr PaDAMAGE - - f a '., UMBRELLA UA13 -.....: ? OCCUR 024591348 4115201 1 i 4/ 1/2012 EACH OCCURRENCE f 10.000 000 L- A EXCESS L]AB CLAIMS-MADE ! j AGGREGATE f 10,000,000 DED RETENTIONS WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ? WG STATU- OTH- W-LRC43119606 4/1 /2011 41112012 N YIN ANY PROPRIETORIPARTNERJI.CU IVE F-] NIA E.L. EACH ACCIDENT - 1,000,000 f OFFICERAIEMBER EXCLUDED? (Mand+aory in Nl) E.L. DISEASE - EA EMPLOYE -- - f 1.000,000 M es describe under DESCRIPTION OF OPERATIONS below ---- E.L DISEASE - POLICY LIMIT f 1 ,000+000 D ; Errors & Ornissions 817;2011 8;7/2012 rkc„rr « 1,000,000 AP 00039 OJ 000 -.000 , IPPR:12:1?C DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Adaeh ACORD 101, Additional Remarks Schedule, I man apace to required) City of Santa Ana, its officers, employees, agents, volunteers and renresentatives are additional insureds under the General Liability policy. Primary and Non-Contributory coverage clause will apply. Separation, of Insureds clause applies under the General Liability policy. Notice of cancellation ur+_de.r General Liability: 30 days r 10 days for nor,-payment of premium or fraud. r_r-u rrFU=ar ? 1 nFw ?r. _n i_ A-AWrcr r Arv W (folder's Nature of Interest :Additional Insured-7 ?'' ; u i t: t :1? 511: Ci1}' SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Santa Ana , i;tr:?; C=ity .?llCrt7 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 20 Civic Center Plaza Santa Ana, CA 92701 AUTNOT+QED REPRESENTATIVE ®1888-2010 ACORD CORPORATION. Alt" nerved. ACORD 25 (2010105) The ACORD name and I o are registered marks of ACORD ?xhibit 1 25B-25 ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company National Union Fire Ins. Company of PA This endorsement modifies such insurance as is afforded by the provisions.of Policy # SSL 4257556 relating to the following: i . 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 perforned by or on behalLof 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 2/8/12 this endorsement form as a part of Policy # SSL 4257556 Issued to The Act 1 Group, Inc., dba: ATIMS Named Insured r Countersigned by Au orized Representative Exhibit 1 25B-26 FIRST AMENDMENT TO AGREEMENT THIS FIRST AMENDMENT TO AGREEMENT is entered into on June 1, 2012, by and between Act 1 Group Inc., a California corporation, doing business as Advanced Technology Information Management Systems (ATIMS) and, hereinafter referred to as "ATIMS", having its principal place of business at 9638 Topanga Canyon Place Suite B, Chatsworth CA 91311 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 "the City"). RECITALS: A. The City and ATIMS entered into Agreement A-2012-029, dated March 08, 2012, (hereinafter "said Agreement") by which ATIMS is providing computer software and software support services for the City's Jail Management System (hereinafter "JMS"). B. In accordance with the terms and conditions of said Agreement, the parties desire to amend said Agreement to enhance the system as well as contract for additional data conversion services. NOW, THEREFORE, in consideration of the mutual and respective promises in said Agreement, and subject to all the terms and conditions of said Agreement, except those amended in this First Amendment, the parties agree as follows: 1. Addendum A, Section 4, ATIMS Responsibilities, Data Conversion, item 1 shall be amended to include the conversion of imaging data from Visiphor's imaging system into ATIMS' Jail Management System as well as database information from an MS-Access database containing temporary hold and registrant person data. 2. The ATIMS JMS software will be enhanced by ATIMS to allow data exchange between the Santa Ana Police Department's JMS and the new, regional Probable Cause Declaration submission portal being created for the Integrated Law and Justice Agency for Orange County (ILJAOC). The purpose of the data exchange is to provide a mechanism to automatically submit Probable Cause Declarations directly from the JMS as part of the pre-booking process. This enhancement shall be performed in accordance with the Statement of Work, attached as Exhibit B, incorporated herein by this reference. 3. The ATIMS JMS software will be enhanced by ATIMS to allow data exchange between the Santa Ana Police Department's JMS and the Orange County node for COPLINK. This interface will enable the JMS to do periodic exports of JMS data to COPLINK. It will also allow the COPLINK system to share photographs stored within the JMS on an as-needed basis. Exhibit 2 25B-27 4. The ATIMS JMS software will be enhanced by ATIMS to extend the system's current functionality to include tools to collect registrant information. This information will include, but is not limited to: name; descriptive information; address information; photographs; aliases and moniker information; gang association information; registration type; related criminal charge information; and tattoo, scar, markings, and oddity information including photographs. The purpose for this enhancement is to maintain functionality currently provided by existing software used by the Santa Ana Police Department, which will be replaced by the ATIMS JMS system. 5. Section 5 FEES AND INVOICES shall be amended to increase compensation by $ 63,400 to pay for a. Additional data conversion ($ 15,000) b. Probable Cause Declaration System interface ($ 16,000) c. CopLink Interface ($ 14,400) d. Registrant Module ($ 18,000) Total compensation to be provided under this Amendment shall not exceed $63,400 during the term of said Agreement 6. Except as hereinabove modified, all terms and conditions of said Agreement shall remain in full force and effect. // // // // // // // 25B-28 IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to said Agreement on the date and year first written above. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: OFFICE OF THE CITY ATTORNEY By: TERESA L. JUDD Assistant City Attorney RECOMMENDED FOR APPROVAL: SANTA ANA POLICE DEPARTMENT PAUL M. WALTERS Chief of Police // CITY OF SANTA ANA PAUL M. WALTERS City Manager ADVANCED TECHNOLOGY INFORMATION MANAGEMENT SYSTEMS (Name) (Title) 25B-29 Exhibit B Probable Cause Declaration Interface STATEMENT OF WORK 1. Background Currently as part of processing a prisoner for booking into a jail, a police officer must fill out a Probable Cause Declaration (PC Dec) by hand and fax the completed form to the Superior Court where the form is reviewed by a Judicial Hearing Officer (JHO). Based on the content of the form, the JHO will determine whether or not there is sufficient probable cause that the arrestee has committed a crime and should be kept in custody. This system has a number of problems. First, due to the form being filled out by hand and then being faxed, it is often partially or entirely illegible when it reaches the JHO. Adding to this problem is that when changes or additions are required, part of the form's contents may be scratched out or additional information may be written in the very limited space available on the paper form, thereby making the document even more difficult to read. Secondly, it requires a duplication of effort on the part of the arresting officer as much of the information required for the PC Dec is also needed for other booking documents. Third, using a paper-based system makes it difficult to share the information as the arrestee is transferred between agencies and facilities. Fourth, notification of the outcome of the review has been inconsistent. Agencies are usually not notified at all if a PC Dec is approved. If it is rejected, then the submitting agency must be notified that the detainment has been rejected and that they must either resubmit the PC Dec with additional information or release the arrestee. As mentioned previously, resubmitting the form with additional information written on it can make it difficult to read. To address these issues, Integrated Law and Justice Agency for Orange County (ILJAOC) has contracted with a firm to create a secure portal by which agencies can submit their PC Dec's electronically. There are two methods for making a submission. The first is to log onto the website and fill out the form on the screen. The second is by sending the data directly from an agency's JMS. The Santa Ana Police Department was selected to be the pilot agency for the latter method. 25B-30 2. Objectives The objective of this Statement of Work (SOW) is to describe the data exchange solution to be developed by ATIMS for the Santa Ana Police Department. The purpose for this enhancement to the ATIMS JMS is to provide a mechanism to automatically pre-populate as many of the fields as possible of the PC Dec; collect the remaining information from the arresting officer; and then submit the completed data from the form electronically to the ILJAOC portal for processing. 3. Scope ATIMS will develop the following capabilities for the Santa Ana Police Department's JMS application: A. Pass Field Information to the Probable Cause Declaration Form Fielded data elements from other forms and records will be pre-populated into the PC Dec as available. These elements will include but are not limited to: ¦ Arrestee last name ¦ Arrestee first name ¦ Arrestee middle name ¦ Arrestee date of birth ¦ Arrestee age ¦ Arrestee sex ¦ Case number ¦ Arrestee address ¦ Booking charge(s) • Date/time of arrest ¦ Arresting agency ¦ Arresting officer's name and badge number B. Collect Form Data Information from the PC Dec form will be collected and saved as part of the pre-booking record. Further, this form will be able to be viewed within the ATIMS system later with the form populated with the submitted data. 25B-31 C. Convert the Form Data into the Appropriate XML Structure Data submitted to the ILJAOC portal must be sent in eXtensible Markup Language (XML). Further, this data must be structured correctly so that it can be used by the portal. ATIMS will compose an XML message from the PC Dec form data. Further, the message will follow the structure defined by ILJAOC and given to ATIMS by the City. D. Send the XML Message to the ILJAOC Portal ATIMS will develop the ability to take the XML message based on the PC Dec and send it to the ILJAOC Portal. This feature will be incorporated into its PreBook and Probable Cause module. The control will be user initiated and not an automatic function, allowing the user to bypass if needed. Further the message will be sent via a web service using Simple Object Access Protocol (SOAP) 1.2. E. Provide the User with Appropriate Feedback When the XML message is sent to the ILJAOC portal, it will be validated upon submission against the ILJAOC portal's XML data structure definition by the ILJAOC portal. If the message is accepted, then the portal will immediately send back a message saying the transmission was successful. However, if the message is rejected, then the portal will immediately return a message indicating failure. ATIMS will provide the user with feedback based on this return message letting them know whether their form data was transmitted successfully or if there was a problem and it failed. 4. Contract Type The contract will be a firm fixed price contract for professional services required for this enhancement. 5. Acceptance Criteria The requirements detailed in section 3. Scope of this SOW will be used as to define successful completion and acceptance of this enhancement and that all contractual requirements have been met. 6. Period of Performance Professional services will begin as soon as practical upon the signing of the contract. The enhancement will be completed, operational, and accepted by a date to be mutually agreed upon by the Santa Ana Police Department and ATIMS. 25B-32 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: CLERK OF COUNCIL USE ONLY: JULY 16, 2012 TITLE: APPROVED ? As Recommended AMENDMENT TO AGREEMENT FOR ? As Amended Ordinance on 1'? Ordinance on 2nd Reading JANITORIAL SERVICE R Reading ? Implementing Resolution ? Set Public Hearing For_ CONTINUED TO FILE NUMBER CITY M AG R RECOMMENDED ACTION Authorize the City Manger and the Clerk of the Council to execute the attached amendment to the agreement with Commercial Cleaning Systems (formerly Pacific Building Care, Inc.) for janitorial services at the Depot at Santa Ana in an annual amount not to exceed $160,000 for a one-year term. Additionally, include janitorial services at the Santa Ana Main Library, Newhope Learning Center, Santa Ana PAAL (Police Athletic & Activity League) program facility and 13 park centers in an annual amount not to exceed $203,000 for a one-year term. Action subject to non-substantive changes approved by the City Manager and City Attorney. 2. Authorize the City Manger and the Clerk of the Council to execute the attached amendment to the agreement with Bell Building Maintenance Company for janitorial services at Santa Ana City Hall, Ross Annex, and Corporate Yard in an amount not to exceed $195,000 for a one- year term. Action subject to non-substantive changes approved by the City Manager and City Attorney. DISCUSSION The Finance & Management Services Agency Building Maintenance Division oversees City facilities in order to maintain clean, safe, and properly functioning buildings utilized by City employees and the public. Currently, janitorial service for the Depot, the libraries and park centers is provided through a janitorial service contract. City Hall, the Ross Annex and the Corporate Yard are serviced with a combination of City staff and a janitorial service contract. Specifically, the City provides one full-time custodian and five part-time janitors to compliment the contracted service. On August 3, 2009, the City Council authorized agreements to Commercial Cleaning Systems (formerly Pacific Building Care, Inc.) and Bell Building Maintenance Company for a two-year period, with provisions for three one-year renewals. Commercial Cleaning Systems has provided 25C-1 Amendment to Agreement for Janitorial Services July 16, 2012 Page 2 janitorial service at the Depot for the past contract period and has continued to perform at a level of attentiveness that meets or exceeds our requirements. The amendment to the agreement will provide service from July 1, 2012 through June 30, 2013, in an amount not to exceed $160,000. The amendment to the agreement includes all supplies. In addition, Commercial Cleaning Systems provides quality janitorial service, skilled staffing and strong supervision at two library buildings, the Santa Ana PAAL program facility and 13 park centers. This amendment to the agreement will provide service from July 1, 2012 through June 30, 2013, in an annual contract not to exceed $203,000, including an eight percent contingency. Bell Building Maintenance Company provides janitorial service for City Hall, the Ross Annex and the Corporate Yard, reflecting the quality and high standards the City requires for the buildings and surrounding areas. The amendment to the agreement for July 1, 2012 through June 30, 2013 for an annual amount not to exceed of $195,000 includes an eight percent contingency to cover additional tasks as requested. The contract includes all supplies, including cleaning and paper products. Both Commercial Cleaning Systems and Bell Building Maintenance Company have been attentive to their janitorial assignments, and responded quickly to requested adjustments in service and agreed to amend the agreements without an increase in pricing. Staff recommends the second renewal to these agreements. FISCAL IMPACT Funds are available in the SA Depot Operations (accounting unit 06717650-62310) for $160,000 and Building Maintenance Fin/Mgmt Custodial (accounting unit 07310101-62310) for $398,000. APPROVED AS TO FUNDS AND ACCOUNTS: Raul Godinez II Executive Director Public Works Agency sp o? e Q Francisco Gutierrez Executive Director Finance & Management Services Agency 25C-2 THIRD AMENDMENT TO AGREEMENT THIS THIRD AMENDMENT TO AGREEMENT is entered into on July 16, 2012, by and between Commercial Cleaning Systems, Inc., a California corporation ("Contractor") and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS: A. The City and Pacific Building Care, Inc. entered into that certain Agreement A-2009-112, dated August 3, 2009, (hereinafter "said Agreement") by which Contractor has provided janitorial maintenance services at the Santa Ana Regional Transportation Center (SARTC) and various City park centers. B. By Amendment, the parties amended said Agreement to extend the term and increased the Scope to include additional park sites which will be maintained pursuant to said Agreement. C. Effective August 15, 2011, Pacific Building Care, Inc., changed its name to Commercial Cleaning Systems, Inc. D. In accordance with the terms and conditions of said Agreement, the City desires to exercise its second of three options to extend the term, and add compensation to pay for services during the extended period. 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 2.a., COMPENSATION, shall be deleted in its entirety and replaced with the following: "a. City agrees to pay, and Contractor agrees to accept as total payment for its services: 1. At the Santa Ana Regional Transportation Center, the rates and charges identified in Exhibit A-1, attached hereto and incorporated by this reference. The total sum to be expended for janitorial services and supplies at SARTC shall not exceed $146,000.00, during the extended one-year term of said Agreement. 2. At the Park Centers, the rates and charges identified in Exhibit A-2, attached hereto and incorporated by this reference. The amount expended for janitorial services and supplies at the Park Centers shall not exceed $203,000.00. 3. The City shall have a contingency fund of up to $14,000, to pay for unanticipated services provided during the extended term. The total amount to be expended during the extended one-year term of said Agreement shall not exceed $363,000.00." 2. Section 3, TERM, shall be amended to reflect the parties' option to exercise the second one- year extension of the term. Said section shall be deleted in its entirety and replaced with the following: 25C-3 "The term of this Agreement shall commence on September 1, 2009, and terminate on June 30, 2013, unless terminated earlier in accordance with Section 12, below. This Agreement may be extended for one (1) additional one-year period, upon the mutual agreement of the parties." 3. Except as hereinabove amended, 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 Agreement on the date and year first written above. ATTEST: CITY OF SANTA ANA MARIA D. HUIZAR Clerk of the Council PAUL M. WALTERS City Manager APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney COMMERCIAL CLEANING SYSTEMS, INC. By: Laura Sheedy Assistant City Attorney (Name): (Title): _ 25C-4 _ COr)utlt~fdoces l Cleaning $yylems Jab Number IUQBH -.... Jot) DescrtpLion T!t(t Ucpal: 1?11?nciay t'rithty f7aypurier .....m lvluttthly E3illitt - - ? ? - - Annual Rtliittv-- , Servic os ,187.7G ? 27,g5?.17 itl[.8 3 The be-P-0-1: 'Salur(La y And s U111Jtty, ' __ __._.-- ...__ . _ Daypoltcr Sorvices l OQBB T 10 0!?1'{ ° )): lv andaY Friday, Lea(t Dayparter Services $_ ._ .. ..2,981.5 i . $ ---- 35,JrJ0 018 10088 Ttit? Det)oi; Monday - Friday, DaYporter S S 2,418. ?U 2?i 382 72 ervices , . Ii1Q£t8 Tha t}ripoi: Salurrlny <,ni1 Sut1clay, Duyporter 5r,rvices 1,187.2E $ 4,2,17.12 10t7#3fi ____ ----- Tho Depot: F ull Time Bridge, ? h•? roller .? Y! S ? 2.233.66 $ 26 8U:3.92 Total ; $ 12.Q89.5l,- ? , ids rte rn MARY TELEPHONE: (800) 700-7271 FAX, (949) 261-8604 orange counly 1375 W 5wdl,rnor. C051s klesa, CA 02626 LOS Ana'9105 O(ticas 1&514 A)MiAN Stwel. Van Nuys, CA (323) 261 1230 San 01090 Offices 7343 Ro,lsnn Road. St6w U. 5att t t,e 9 1323) 230 1210 Ce"INll Valley / Sacramento Offices t1o, CA 2 t t 1 1858) 2711 Ott t3 7595 Dr Fos-der, 5uith 110, fto{+to, CA 53272 (555).348. f089 Denver onicas 1495 So I pan,ttuc-rl. [)Fare(, GO 6fj223 Phoenix Offices 17642 N Black Cny Hwy, it 108. Phoenix, AZ 85032 (302) 733.8,x97 (f02) 404-34tk1 . V^M,connnercla[clean Ingsystorns.nut 25C-5 COMPleicial Cleaning Sy3tems CITY OF SANTA ANA Job Number _ Job Description - - `- MOt?thl (3flllrt T if3GG8 Santa Arta Coniral 1_rbcnr7 S 10658.1 1,488.36 •.. - y t,uuu us ? t?..000.3fi iQ668 2-- NICF dden (3ranch Library - - 5 iUGGB•3 _ 826 95 S 9,923.40 SOut'Wes( Senior Center 1, 103 .40 _ S 13,240.80 Center 68-1 CO In 8 459,.15 tOG?if3.5 -- S 40,313,40 Santa Ana Senior C4:nlcr $ 930 7l S - -`- IOGGii-G _ _ 11,192.(14 Soi9ada Centlar _ ___ S 2 10'1.45 _ $ 2ri 217.x10 10tiG8.7 _------ Saris 1 Anita Center $ 187.70 ipCita8?8 ___ .. 2,252.46 El Salvador Cerltom Glfi E$ S 7;7 x4.16 Memorial Center - - _ S 768.,10 5 9, ,`! . 10068.10 SandllrrfntclContnr __? $ _.._ .-_56.05 -..._._ _------ _ ._ _ G72.GQ I6668-11 502.66 5 _ __ 6,031.12 (.Y1rre?,5 C;enlclr _ I _...__. 1UfG$-1I I.0pn Canter _ -127 .41) $ 1 58.80 IOG(?13- t4 --- - SreltinUa Lawn Nntirlint7 Center _ $ 229.43 ? 753. jG ipisGB 15 Sanllag() Wildlife and Mater0led (reeler 106w-16- JerrmlQ Conte( S 2 58(1 UG $ -- 31,032.72 r ......._-- .. Total 7x15 S MA RA' MAIN TELEPt'IOME; (800) 700-7271 FAX,• (949) 261.8604 Orange Gdonty 1375 41! SnROtle1, GoMa Mesa. GA 9262+1 Los Angeles Ollicas 15514 Aity"ma S(reel, Van Mi r- CA 1323) ?.E11.1290 San Dingo Offices 7 43 Ronson Road, Sui1c U, San rxoycr: CA 921 1328) 270.1290 Central Valley / Sacramento offices 26+ 5 N Fowler, Suile 110, Fresno, CA 93272 1 t (858) 278.0818 OenVOt Offtr:es 1.485 So Lipan Sheet. Nnvei, CO $0223 (550) 348-1090 Phoenix Offices 17902 N. (31ark C.ny 11eq. 9108. Fhceni* AZ 85012 (303) 739-8092 (002) 404.8400 - _ • . www.cominerclalcleanIn9systerns,net y,HjB 25C-6 THIRD AMENDMENT TO AGREEMENT THIS THIRD AMENDMENT TO AGREEMENT is entered into on July 16, 2012, by and between Bell Building Maintenance, Inc., a California corporation ("Contractor") and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS: A. The parties entered into that certain Agreement A-2009-113, dated August 3, 2009, (hereinafter "said Agreement") by which Contractor has provided janitorial maintenance services at Santa Ana City Hall, Ross Annex and Corporate Yard. B. By Second Amendment to Agreement dated January 25, 2012, the parties amended the Scope of Services to reflect fewer days of service, and included additional floor space at City Hall to be cleaned by Contractor on the reduced service schedule. C. In accordance with the terms and conditions of said Agreement, the parties wish to exercise the second option to extend and add compensation to pay for services during the extended term. 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: Section 1, SCOPE OF SERVICES, shall be amended to provide that in addition to janitorial maintenance services provided at City Hall, Ross Annex and Corporate Yard, Contractor shall provide janitorial maintenance services at the Police Department Substation - McFadden Learning Center, 2627 W. McFadden Ave., Santa Ana, and the Centennial Training Facility, 3006 W. Centennial, Santa Ana. The service at the Police Substation and Centennial Training Facility shall be provided on Monday, Wednesday and Friday. 2. Section 2.a., COMPENSATION, shall be deleted in its entirety and replaced with the following: "a. City agrees to pay, and Contractor agrees to accept as total payment for its services, the rates and charges identified in Exhibit A-1, attached hereto and incorporated by this reference. The total sum to be expended for janitorial services and supplies pursuant to this Amendment shall not exceed $182,040, plus a twelve thousand dollar ($12,000.00) contingency for unanticipated services. The total amount to be expended during the extended one-year term of said Agreement shall not exceed $195,000.00." 3. Except as hereinabove amended, all terms and conditions of said Agreement shall remain in full force and effect. 25C-7 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 City Manager APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney BELL BUILDING MAINTENANCE, FIX. By: Laura Sheedy Assistant City Attorney Name: Title: 25C-8 EXHIBIT A-1 COST PROPOSAL City Hall (Restrooms only) 3,600.00 City Hall (4th, 5th, and 6th floor) 1,950.00 Ross Annex 4,948.00 Corporate Yard (Admin) 2 ,543.00 Corporate yard (Bldg J) 1,039.00 Coproate Yard (Bldg A) 405.00 Police Westend Substation (McFadden) 205.00 Centennial Training Center 480.00 4 days/week 4 days/week 4 days/week 4 days/week 4 days/week 4 days/week 3 days/week 3 days/week 25C-9 25C-10 ower REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: J U LY 16, 2012 TITLE: THIRD AMENDMENT TO AGREEMENT WITH CPC POWERTEC INC. FOR WATER SYSTEM PROGRAMMING AND ENGINEERING SERVICES CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ? As Recommended ? As Amended ? Ordinance on 1St Reading ? Ordinance on 2nd Reading ? Implementing Resolution ? Set Public Hearing For_ CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute the attached third amendment to agreement with CPC POWERTEC, Inc., subject Manager and City Attorney for engineering and $55,000. DISCUSSION to nonsubstantive changes approved by the City programming services in an amount not to exceed The City's water production facilities are monitored and controlled by a state-of-the-art Supervisory Control and Data Acquisition System (SCADA). This system controls 35 of the City's critical system water facilities including: water pump stations, sewer lift stations, wells, reservoirs, and valve stations. To ensure uninterrupted operation of these critical facilities, City staff must oversee the programming, repair, and replacement of the system components. These major components include switchgears, motor control centers, programmable logic controllers, and main control panels. Due to the highly technical and complex nature of this work, an outside consultant is sometimes required to assist the City staff with these activities. On February 1, 2010 the City entered into agreement with CPC POWERTEC Inc., to provide engineering and programming services. CPC POWERTEC Inc. has done an excellent job of providing highly skilled technical and complex engineering system programming services. Staff recommends that the current agreement with CPC POWERTEC Inc. be amended for an additional one-year term. ENVIRONMENTAL IMPACTS There is no environmental impact associated with this action. 25D-1 Third Amendment to Agreement with CPC POWERTEC Inc. For Engineering and Programming Services July 16, 2012 Page 2 FISCAL IMPACT Funds are available in the Water Production and Supply Fund (accounting unit 06017640-62300). APPROVED AS TO FUNDS AND ACCOUNTS: r. Ra odinez II Francisco Gutierrez Executive Director V Executive Director Public Works Agency Finance & Management Services Agency RG/RR Exhibit: Third Amendment to Agreement 25D-2 THIRD AMENDMENT TO AGREEMENT THIS THIRD AMENDMENT TO AGREEMENT is entered into on July 16, 2012, by and between CPC POWERTEC, INC., a California corporation ("Consultant") and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS: A. The parties entered into that certain Agreement A-2010-012, dated February 1, 2010, (hereinafter "said Agreement") by which Consultant has provided plan and specification review and assistance in preparation of City water projects. B. By Amendment to Agreement, the parties extended the term and provided compensation to pay for services during the extended term. C. The parties wish to again amend said Agreement to extend the term and provide compensation to pay for services during the extended term. 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 2, COMPENSATION, shall be amended to increase compensation by $55,000.00, to pay for services provided during the extended term, from July 1, 2012 through June 30, 2013. 2. Section 3, TERM, shall be amended to renew the term for an additional one-year period, through June 30, 2012. 3. Except as hereinabove amended, all terms and conditions of said Agreement shall remain in full force and effect. /// /// EXHIBIT 1 25D-3 IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment to Agreement on the date and year first written above. ATTEST: MARIA D. HUIZAR Clerk of the Council CITY OF SANTA ANA PAUL M. WALTERS City Manager APPROVED AS TO FORM: CPC POWERTEC, INC. SONIA R. CARVALHO City Attorney By: Laura Sheedy Assistant City Attorney RUSSELL L. COTTON Principal RECOMMENDED FOR APPROVAL: RAUL GODINEZ, II Executive Director - PWA 25D-4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: J U LY 16, 2012 TITLE: SETTLEMENT AGREEMENTS FOR GRAND AVENUE WIDENING (PROJECT NO. 081732 NONGENERAL FUND) CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ? As Recommended ? As Amended ? Ordinance on 15t Reading ? Ordinance on 2"d Reading ? Implementing Resolution ? Set Public Hearing For_ CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute the attached settlement agreements, subject to nonsubstantive changes approved by the City Manager and City Attorney: • Horton Family Properties LLC, for the purchase of the property located at 107 North Grand Avenue (APN 398-456-16) in the amount of $342,890. • Elmer Leroy Benson and Alice M. Benson, Trustees of the Benson Trust, for the purchase of the property located at 1225 East Fourth Street (APN 398-385-04) in the amount of $300,000. • Roman Catholic Bishop of Orange, for the purchase of the properties located at 309 and 315 North Grand Avenue (APNs 398-384-17 and 398-384-01) in the amount of $178,565. • Gualterio Lazaro Santos dba Santos Flowers #2, tenant of the property located at 1221 East First Street Unit H (APN 398-454-12 and 398-454-13) in the amount of $25,038. DISCUSSION Grand Avenue is a major north-south transportation facility, which is designated as a major arterial highway in the City's Circulation Element of the General Plan, and carries in excess of 35,000 vehicles per day. The widening of Grand Avenue between First and Seventeenth Streets has been a long-term priority project that will be constructed in several phases. Improvements include the widening of the street from two to three lanes in each direction, raised landscape medians, and curb, gutter, and sidewalk construction. The Public Works Agency is in the process of acquiring property for Phase I between First and Fourth Streets, and expects to complete the acquisition process by June 2013 and start construction in the summer of 2013. 25E-1 Settlement Agreements for Grand Avenue Widening July 16, 2012 Page 2 To accommodate the widening for Phase I, partial acquisitions of 107, 309, and 315 North Grand Avenue and the full acquisition of 1225 East Fourth Street are required (Exhibit 1). The project also necessitates the relocation of tenants of the various acquired parcels. Gualterio Lazaro Santos, the tenant of Unit H at 1221 East First Street, has agreed to the settlement amount of $25,038 for all rights, title, and interest, including fixtures and equipment, of Santos Flowers #2 business. The compensation amounts for these properties are the appraised values prepared by an appraiser licensed by the State of California. ENVIRONMENTAL IMPACT In accordance with the California Environmental Quality Act, the proposed project has been determined to be adequately evaluated in the previously prepared FEIR (SCH No. 1998051068) approved by City Council in 2002. In accordance with National Environmental Policy Act, an Environmental Assessment document with a Finding of No Significant Impact was prepared for the proposed project and approved by the California Department of Transportation and Federal Highway Administration in 2011. FISCAL IMPACT Funds are appropriated in the Regional Surface Transportation Program (accounting unit 05917660-66220) and Transportation System Improvement Area Fund (accounting unit 99117950-66220). APPROVED AS TO FUNDS AND ACCOUNTS: Raul Godinez II Executive Director Public Works Agency RG/JG Exhibits: 1. Location Map 2. Agreements Q? ? L1 ? s ? no2d Francisco Gutierrez Executive Director Finance & Management Services Agency 25E-2 N I-- NTS 398-383-04' err ' 3%-383-0 6 r j 1 j 398-383-13 J m i M j 1 N 1 M I m i m j m i 1 m 1 m I m 1 m j ^ 1 ^ 1 ^ 1 m j m i m 1 j rPi 1 r?i 1 rcri 1 m 1 0? I m I n I m 1? i i m ? m i m i m j m i I m l m? m? m l m? m l j m I m I m I m I m I m 1 ?? I M I? I M I? I M I 1? I? I P I u? 1 1 NI_ P 1? 1? 1 1 m m 1? 1 `* 1 1 --GPs--a m Im PI n 1 ri 1? 1 ? 1 1? rPij a? i m 1 1 1 je j m? m ? m j m m7 U) 1 Q j o 1 i 11 P I I P I j 1 ml m l m l m l 1 1 P I n I n l n l _?? a m ? m m LEGEND: SUBJECT PROPERTY W Z Q Z I 0 THIRD STREET m „_„_„_, _.._,.„_„_,?„_, ,_„_„ „ I N I n 1 P 1 in 1? 1 1 1 1 1 H Intel 1 ? 1 '? I m I P l m F? , 1 a j P I P j I P m i m 9 m i m i m i" ?i r°•i I n l r°•i 1 M 1 n 1 ° 1 ',' 1 - 1" 1 m l m, 1 in j in j in 1 in j in j P 1 P 1 P I P I P I rPi 1 n I m 1? 1? 1 SECOND STREET m? m? m? m j m? m! m? m 9 m i 1? 1 N I? I? I? I? I? I? I m j P- 1 1? j n' n l r?i ! n j M 1? 1 P 1 r°•i j - 1 1 1 1 1 1 1 1 j 1 ° 1 1 io 1 m j m 1 in ? 1 in 1 in 1 OD m 1 m o? V P 1 P o• r? j to 1 ri FIRST STREET SANTA ANA TTTLE: am ooUNcL SEITLEWENT AGREE FOR rP W A ? ?AT GRAND AVENUE 1AnDEN NG (PROJECT NO 081732 NON-GENERAL FUND) HILL IC S J, 25E-3 FOURTH STREET 25E-4 PURCHASE AND SALE AGREEMENT FOR ACQUISITION OF REAL PROPERTY AND BILATERAL ESCROW INSTRUCTIONS THIS AGREEMENT (hereinafter "PSA"), entered into on .................. 2 012, between the CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California (hereinafter "City" or "Buyer"), and Horton Family Properties LLC (No. 200920910185), a California Limited Liability Company (hereinafter "Seller"), regardless of number or gender; THEREFORE, for and in consideration of their mutual promises, covenants and agreements, and subject to the terms, conditions and provisions of this PSA, Seller agrees to sell to City, and City agrees to purchase from Seller, that certain real property (hereinafter "Said Real Property") legally described and depicted as follows: SEE EXHIBIT "A" - Legal Description and EXHIBIT "B" - Graphical Depiction ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF (Commonly known as 107 N. Grand Avenue, Santa Ana, CA) (APN: 398-456-16) Said purchase and sale of Said Real Property shall be in accordance with and subject to all of the following terms, conditions, promises, covenants, agreements and provisions, to wit: 1. Conveyance by Seller. (a) Seller agrees to convey said real property to City, by Grant Deed, at the office of First American Title Insurance Company, 2 First American Way, Santa Ana, California, within thirty (30) days from and after the date on which the City has approved this Agreement, identified as Exhibit "C". (b) Seller agrees to convey to City a Temporary Construction Easement in, on, over and above the portion of the subject property identified as Exhibit "D" and incorporated herein by this reference. 2. Conveyance by City. (a) City agrees to convey to Seller, by Grant Deed, The Surplus Property ("Surplus Property"), described and depicted on the attached Exhibit "E" & "F" of this Agreement at the office of First American Title Insurance Company, 2 First American Way, Santa Ana, California, within thirty (30) days from and after the date on which the City has approved this Agreement. 3. Title to be Conveyed. (a) Seller agrees that, except as may hereinafter be otherwise expressly provided, said real property shall be conveyed by Seller to City, as aforesaid, free and clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances (whether monetary or non-monetary, general or specific, including any and all leasehold interests), liens, clouds or defects in title except those exceptions shown in Paragraph 16 below. Seller hereby warrants that the title to said real property to be conveyed by Seller to City shall be free and clear as provided above. Seller further agrees that acceptance by City of any deed to said real property, with or without knowledge of any condition, restriction, reservation, exception, easement, assessment, profit, limitation, encumbrance (whether monetary or non- monetary, general or specific, and including any and all leasehold interests), lien, cloud or defect in title, shall not constitute a waiver by City of its right to the full and clear title hereinabove agreed to be conveyed by Seller to City, nor of any right which might accrue to City because of the failure of Seller to convey title as hereinabove provided. 25E-5 (b) Seller hereby expressly acknowledges and agrees that it shall acquire the Surplus Property "AS IS" and "WHERE IS", and "WITH ALL FAULTS". Seller shall acquire the Surplus Property after such inspection, analysis, examination and investigation as it cares to make and expressly without the City's covenant, warranty or representation, whether express or implied, statutory or otherwise, as to physical condition, environmental conditions, zoning or other regulations, compliance with law, suitability for particular purposes, or any other matter whatsoever. Seller expressly acknowledges that it shall have been afforded ample opportunity to inspect, analyze and investigate all aspects of the Surplus Property and conditions relevant thereto, and Seller shall rely on Seller's own investigation and inspection, and all matters relating thereto and agrees that City has and shall have no liability or obligation whatsoever. Seller acknowledges that City is not making any representations as to the future granting of any city approvals, if any, required for the development of the Surplus Property. Seller hereby acknowledges that, notwithstanding anything to the contrary contained in this Agreement or elsewhere, City has not made and shall not be deemed to have made any representations or warranties whatsoever regarding the Surplus Property or otherwise, and there shall be no obligations of City that shall survive the Closing. Seller hereby assumes all risks in connection with the Surplus Property and the matters referred to in this Section. 4. Title Insurance. Seller agrees to deliver to City, concurrently with the conveyance of said real property to City, within the time and at the place hereinabove specified for said conveyance of said real property, a policy of title insurance to be issued by the above mentioned title company, with the City therein named as the insured, in the amount of Three Hundred Forty Two Thousand Eight Hundred and Ninety Dollars ($342,890.00) insuring the title of the City to said real property is free and clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances (whether monetary or non-monetary, general or specific, and including any and all leasehold interests), liens, clouds or defects in title, excepting such specific ones as city may hereinafter expressly agree to take subject to. Acceptance by City of any such policy of insurance, whether such insurance complies with the requirements of this paragraph or not, shall not constitute a waiver by City of its right to such insurance as is herein required of Seller, nor a waiver by the City of any rights of action for damages or any other rights which may accrue to City by reason of the failure of Seller to convey title or to provide title insurance as required in this Agreement. 5. Escrow. City agrees to open an escrow at the office of First American Title Insurance Company, 2 First American Way, Santa Ana, California, (the Escrow Agent) within five (5) days from and after the date on which the City has approved this Agreement. This Agreement constitutes the joint escrow instructions of the City and the Seller and a duplicate original of this Agreement shall be delivered to the Escrow Agent upon the opening of the escrow. Escrow to close within 90 days of the City's execution of this Agreement. The Escrow Agent hereby is empowered to act under this Agreement, and upon indicating its acceptance of this Section 5 and of the General Provisions described in Exhibit "G" attached hereto and incorporated herein by this reference, in writing, delivered to the City and to the Seller within five (5) days after delivery of this Agreement, shall carry out its duties as Escrow Agent hereunder. City agrees to bear and Escrow Agent is hereby authorized to charge to the City the cost of any transfer taxes, recording fees, cost of title insurance, reconveyance fees, document preparation fees, escrow fees and any other closing costs incidental to the conveying of said real property to City. Penalties for prepayment of bona fide obligations secured by any existing deed of trust or mortgage shall be waived pursuant to Civil Code Procedures Section 1265.240. The liability to the Escrow Agent under this Agreement is limited to performance of the obligations imposed upon it under Section 5, Section 7, Section 12 and Exhibit "G" of the General Provisions of this Agreement. 25E-6 6. Property Taxes. Such real property taxes, if any, on said real property for the fiscal year within which said real property is conveyed to City as are unpaid at the time of said conveyance shall be cleared and paid in accordance with the provisions of Section 4986 of the Revenue and Taxation Code of the State of California. Seller shall be eligible for a refund under Section 5096.7 of the Revenue and Taxation Code of the State of California for that portion of property taxes on said real property for said fiscal year which have been paid prior to the date the deed conveying said real property to City is recorded which is allocable to that portion of the fiscal year which begins on the date the deed conveying said real property to City is recorded and made uncollectible if unpaid by reason of Section 4986 of the Revenue and Taxation Code of the State of California. All unpaid taxes on said real property for any and all years prior to the fiscal year within which said conveyance is made shall be paid by Seller before conveyance of said real property to City. 7. Payment of Purchase Price. a. City has determined and Seller has agreed to accept Three Hundred Forty Two Thousand Eight Hundred and Ninety Dollars ($342,890.00), as compensation for the total purchase price for said real property, fixtures & equipment (improvements pertaining to the realty), goodwill (if any), and severance damages, which includes the value of the land and improvements thereon, compensation for the Temporary Construction Easement described in Section 1, and compensation for the curative work described in Section 31(a). b. As part of this Agreement, City has agreed to sell to Seller, the Surplus Property, described in Section 2 of this Agreement for Sixty Five Thousand One Hundred Dollars ($65,100.00) concurrently with recordation of both the Grant Deed conveying to Buyer fee simple title to the Property and the Temporary Construction Easement described in Section 1. c. City agrees to deposit the sum of Two Hundred Seventy Seven Thousand Seven Hundred and Ninety Dollars ($277,790.00) in escrow with the Escrow Agent within THIRTY (30) days from and after the date on which the City has approved this Agreement, and the Escrow Agent is hereby authorized to pay the same to Seller upon and after: W Conveyance of said real property by Seller to City as hereinabove provided; (ii) Acceptance by City of a Grant Deed conveying said real property to City; (iii) Delivery to City of the policy of title insurance as hereinabove provided; (iv) Recordation of the Deed conveying said real property to City. (v) Conveyance of said Surplus Property by City to Seller as hereinabove provided. (vi) Recordation of the Grant Deed conveying said Surplus Property to Seller. 8. Possession. (a) Seller agrees to deliver to City, on the date the Deed conveying said real property to City is recorded, quiet and peaceful possession of said real property, which shall be made free by Seller of all personal property. (b) City agrees to deliver to Seller, quiet and peaceful possession of said Surplus Property, which shall be made free by City of all personal property. Seller agrees to indemnify, defend and hold the City harmless from and any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense (including, without limitation, attorney's fees), resulting from Seller occupancy as it relates to the Surplus Property. 9. Rental and Occupancy By Seller. Seller agrees to execute a complete, current and correct statement of rentals (Seller Estoppel) on a form furnished to Seller by City and deliver same to City within fifteen (15) days hereof with copies of any written leases or rental agreements attached. All rents will be prorated as of the close of escrow on the basis of a 30-day month/360-day year consistent with that 25E-7 statement, subject to approval of City. Seller hereby agrees not to rent any units on the premises which are now vacant, or which may be vacated by present occupants prior to close of escrow. Seller agrees that any and all Tenant Security Deposits pertaining to the subject property collected by or in the possession of Seller prior to the close of escrow shall be transferred to and become the property of City during escrow. Seller hereby warrants that the rental statement referred to shall include the terms of all rental agreements, tenancies, and leases (written, unwritten, recorded, or unrecorded) and Seller agrees to hold City harmless from all liability from any such leases or agreements. Seller also warrants that there are no oral or written leases on all or any portion of the subject property exceeding a period of one month. 10. Waivers. The waiver by City of any breach of any covenant or agreement herein contained on the part of the Seller shall not be deemed or held to be a waiver of any subsequent or other breach of said covenant or agreement nor a waiver of any breach of any other covenants or agreements contained herein. 11. Heirs, Assigns, Successors-in-Interest. This PSA, and all the terms, covenants and conditions hereof, shall apply to and bind the heirs, executors, administrators, successors and assigns of the respective Parties hereto. 12. Time is of the Essence. In all matters and things hereunder to be done and in all payments hereunder to be made, time is and shall be of the essence. 13. Permission to Enter on Premises. It is understood and agreed that for project planning and funding purposes the Seller hereby grants to City and authorized agents or contractors, the right of possession to the area described in Exhibit "C" and "D" to perform the work described in Paragraph 31a. However, said right of possession and use shall not be exercised prior to the City, or City's agent, providing Seller with a 48-hour prior written notice to perform the construction items listed in Paragraph 31 a below. The right to use the property shall continue in effect for a period of six (6) months. All efforts shall be made to complete the described work within the proscribed period of time; however, extraordinary circumstances may occur which may require additional time to complete the work (i.e. rain, labor dispute, shortage of materials). It is agreed that should the actual use extend beyond the time period delineated above, and the occurrence is verified through the contractor or City/State project inspection logs, the City agrees to pay at the rate of $609.16 per month, prorated to the actual date of City's termination of use. It is further understood that in no event shall the City's use of the property exceed the early of either the term of the temporary construction easement described above or the project completion date. 14. Just Compensation. Seller acknowledges and agrees that said purchase price is just compensation at fair market value for said real property and includes payment for fixtures & equipment (improvements pertaining to the realty), goodwill (if any), and severance damages. 15. Notices. The mailing address of the City of Santa Ana is 20 Civic Center Plaza, M-36, P.O. Box 1988, in the City of Santa Ana 92701, County of Orange, State of California. The mailing address of the Seller is: Horton Family Properties LLC 30 Danbury Lane Irvine, CA 92618 Attn: Mr. William J. Roberts 16. Exceptions. City agrees to accept title to said real property subject to the following: NONE. 17. Entire Agreement. It is mutually agreed that the Parties hereto have herein set forth the whole of their Agreement. Performance of this PSA by City shall lay at rest, each, every, and all issue(s) that were raised or could have been raised in connection with the acquisition of Said Real Property by City. 25E-8 18. Hazardous Waste. Neither Seller nor, to the best of Seller's knowledge, any previous owner, tenant, occupant, or user of the Property used, generated, released, discharged, stored, or disposed of any hazardous waste, toxic substances, or related materials ("Hazardous Materials") on, under, in, or about the Property, or transported any Hazardous Materials to or from the Property. Seller shall not cause or permit the presence, use, generation, release, discharge, storage, or disposal of any Hazardous Materials on, under, in, or about, or the transportation of any Hazardous Materials to or from, the Property. The term "Hazardous Material" shall mean any substance, material, or waste which is or becomes regulated by any local governmental authority, the State of California, or the United States Government, including, but not limited to, any material or substance which is (i) defined as a "hazardous waste", "extremely hazardous waste", or "restricted hazardous waste" under Section 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as "hazardous substance" under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter-Presley-Tanner Hazardous Substance Account Act), (iii) defined as a "hazardous material", "hazardous substance", or "hazardous waste" under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) defined as a "hazardous substance" under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) asbestos, (vii) polychlorinated biphenyls, (viii) listed under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, (ix) designated as a "hazardous substances" pursuant to Section 311 of the Clean Water Act, (33 U.S.C. S1317), (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. S6901 et sec. (42 U.S.C. S6903) or (xi) defined as a "hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, as amended by Liability Act, 42. U.S.C. S9601 et seg. (42 U.S.C. S9601). 19. Compliance With Environmental Laws. To the best of Seller's knowledge the Property complies with all applicable laws and governmental regulations including, without limitation, all applicable federal, state, and local laws pertaining to air and water quality, hazardous waste, waste disposal, and other environmental matters, including, but not limited to, the Clean Water, Clean Air, Federal Water Pollution Control, Solid Waste Disposal, Resource Conservation Recovery and Comprehensive Environmental Response Compensation and Liability Acts, and the California Environment Quality Act, and the rules, regulations, and ordinances of the city within which the subject property is located, the California Department of Health Services, the Regional Water Quality Control Board, the State Water Resources Control Board, the Environmental Protection Agency, and all applicable federal, state, and local agencies and bureaus. 20. Indemnity. Seller agrees to indemnify, defend and hold the City harmless from and against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense (including, without limitation, attorneys' fees), resulting from, arising out of, or based upon (i) the presence, release, use, generation, discharge, storage, or disposal of any Hazardous Material on, under, in or about, or the transportation of any such materials to or from, the Property, or (ii) the violation, or alleged violation, of any statute, ordinance, order, rule, regulation, permit, judgment, or license relating to the use, generation, release, discharge, storage, disposal, or transportation of Hazardous Materials on, under, in, or about, to or from, the Property. This indemnity shall include, without limitation, any damage, liability, fine, penalty, punitive damage, cost, or expense arising from or out of any claim, action, suit or proceeding for personal injury (including sickness, disease, or death, tangible or intangible property damage, compensation for lost wages, business income, profits or other economic loss, damage to the natural resource or the environment, nuisance, pollution, contamination, leak, spill, release, or other adverse effect on the environment). This indemnity extends only to liability created prior to or up to the date this escrow shall close. Seller shall not be responsible for acts or omissions to act post close of this escrow. 21. Contingency. It is understood and agreed between the parties hereto that the completion of this transaction, and the escrow created hereby, is contingent upon the specific acceptance and approval of the City herein. The execution of these documents and the delivery of same to Escrow Agent constitute said acceptance and approval. 25E-9 22. Modification and Amendment. This PSA may not be modified or amended except in writing signed by the Seller and City. 23. Partial Invalidity. Any provision of this PSA that is unenforceable or invalid or the conclusion of which would adversely affect the validity, legality, or enforcement of this PSA shall have no effect, but all the remaining provisions of this PSA shall remain in full force. 24. Captions. Captions and headings in this PSA, including the title of this PSA, are for convenience only and are not to be considered in construing this PSA. 25. Governing Law. This PSA shall be governed by and construed in accordance with the laws of the State of California. 26. No Reliance By One Party On The Other. Each party has received independent legal advice from its attorneys with respect to the advisability of executing this PSA and the meaning of the provisions hereof. The provisions of this PSA shall be construed as to their fair meaning, and not for or against any party based upon any attribution to such party as the source of the language in question. 27. No Third Party Beneficiary. This PSA is intended to benefit only the Parties hereto and no other person or entity has or shall acquire any rights hereunder. 28. Duty To Cooperate Further. Each party hereby agrees that it shall, upon request of the other, execute and deliver such further documents (in form and substance reasonably acceptable to the party to be charged) and do such other acts and things as are reasonably necessary and appropriate to effectuate the terms and conditions of this PSA, without cost. 29. Applicability of Agreement To Assignees. This PSA shall be binding upon and shall inure to the benefit of the successors and assigns of the Parties to this PSA. 30. Authority to Execute Agreement. 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 PSA, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 31. Construction Contract and Curative Work. (a) It is understood and agreed by and between the parties hereto in addition to the compensation shown in Paragraph 7 hereinabove, the City, its contractors or assigns, shall perform the following construction contract items at the time of the installation of the proposed project: NONE All work performed under this Agreement shall conform to all applicable building, fire and sanitary laws, ordinances and regulations relating to such work and shall be completed in a good and workmanlike manner. All structures, improvements or other facilities, when removed, and relocated or reconstructed by the City, shall be left in as good condition as found. (b) It is understood and agreed by and between the parties hereto that the compensation paid to Seller through this Agreement includes the cost to remove, relocate, reconstruct and/or refurbish the following improvements located on the Property: Relocate light standards (6) 25E-10 ii. Relocate bollards (12) iii. Relocate post/rail fencing It is further understood between the parties hereto that if the improvements referred to in Paragraph 31b above are not removed from the subject property prior to April 1 2013, but not sooner than the close of escrow, City, its agents, contractors, or assigns, shall have the right to remove said improvements and dispose of same in any manner City deems appropriate without further notice or responsibility to Seller whatsoever. 32. Incorporation of Exhibits. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this PSA. 25E-11 IN WITNESS WHEREOF, the Parties hereto have executed this PSA on the date and year first written above. SELLER: Horton Family Properties LLC (No. 200920910185), a California Limited Liability Company By: Date: 2012 Its: A-j rz,a 1e'GIi City/Buyer City of Santa Ana Paul Walters City Manager Attest: Maria D. Huizar City Clerk Approved as to Form: Sonia R. Carvalho City Attorney Joseph Straka Chief Assistant City Attorney Date: 12012 Date: 2012 Date: , 2012 25E-12 EXHIBIT A LECJA;L D1ir4MMON (APP 398456-16) PARCEL "A" Those portions of Lots 10 and 11 (if BlacR C. Bartlett's Addition to the 'I'ov"n of SantalAa;:l, in the City of Santa Ana, County of Orange, State rrf California, per ulap filed ill Book 13, BA& X45 of Miscellancous Records of Lus Angeles Couuty California. lyifag soullctlys6itthweASly,a}}t sestet=lyit?tlte"Pgllo4ln€dcClil?ctl7ijze: Iu'c?mIllleac ig at the intersection of the centerline of First Street with the survey line (if Grand Avenue (formerly Birtlett Avenuc), as said survey line is shown on. Record of Survey 2009-1093, filed in Boole 236. Peke;s 17 through 20, lltclisive, of Records of Survey, in tilt Office of the Canine County Recorder; thGllee, oatsterly adorn, said ceriler1hie of lEirst Streit, Smith 89"a5'16" EasF, 125.50 feet to the southerly extension of the ealst line of said Lot 11; thence, northerly along said exte ion of Said east line, Noilll 00°32'52" East. 43.02 feet to the True Voint. of Bel inn hig, fhencc, parallcl with the cwterlhie of said First Street North 99°35'[6" West, 30.68 feet, mow o iess to a paint that is 43.00 feet >.loxtherly of said I?first Street and 41.52 feet easterly of mud survey line; theme North 45105'42" West, 35.04 ti°et to a Imint that is 67.56 feet northerly of said first Street and 69,76 feet easterly of said survey lino; thence, North 0013607" West. 35.01 feet to a curve conctwo wustcrly, having a I-adius of 4.933,00 feet; thence, northerly along; sed curve 41,73 feet, through a acnt.}-al angle of 0=] 4'21" to the be a?i}lning; of a leversc ctil-tfe coucavc easterly having a radius of 610.00 feet, a radial line through the beginning of satct revtnse curie hears Snuth 8998120" VVest.; t€aence northerly along said reverse eua•ve 7.69 feet thraugll it cLiirral tingle of 7020'()4'; then" North 07"41150" West, 2.75 feet to the northerly litre of said Lot 10, Excepting therefrom t13e westerly 10.00 feet of said Lot 10. C'u»taining 3,870 square feet, morc or I m. All a.% shown on l xllibit 8, atNelted 1ierrto drug by thi:: reCcreriut. na?tale a m-t 11"Oo. f. Subject to all C ov'enanfs, Oomlitions, Reservations, Restrictions, Rights-of-Way and ) asemcnis of record, if any. Proparcd by life, or under a y girec:tion on November 28, 2011, rcI{ct' J Sebourn P LS ?? 95 Page l of i ??;?}It1R}IJ'W Y?i [}I'}Y, S;uisar+.n'.ilYl:l'?}`i1:1?4?•?11:7TIf1??(?IR lifi.11i1,?neun? WidYrir{?,'61.t i iti r)l'?l`Il?ICi3.?t? IYiU _i?Y-•I?I1• I ? ilil!.' 25E-13 j ) PaR RS2000-1093, R.18,2307-201 OR SECOND STREET SUXX C, M.R. 13/45 -_T R W oz Z ? 1 I ? N GTE z m =r 00 .+ a. 1 ? 10 ? SWt.Y CORNER - LOT 10 co o .--1 M,a. 13/45 co "'r P. }. ; FIRST STREET T 1IB9'4G'43' _ _-,4-- T Qj ?; 1? 1Pi O CORNER i 13lA8K C MA 13/40 NWLY CORNER LOT 1t BLOCK O, M.R. 13/45 S89 38'20" W EAST UNI pR0 LOT 11. 13t.4CK 0 1 0 M R. 13/4 ?I 1 1 0, L 0 `f 1 1, a C:) L y i 1 ? I T O B . . LI18 - - LINE TABLE LINE LENGTH BEARING L110 125-50 - ' " E L111 33,00 Np ' '59" L112 50.50 N 9" vi' L113 . 124,67 NOT 3 'S "E L114 22,24 S 139',38'0-0-E 1_115 2.7E3 .... S07' 'S "E L11$ 38.01 S00'36'07"E L117 35,04 S45'05'42'E L118 3D.68 S139-35'i6"E L-1011-1 -10.00-1 , Sa0'32'u" YV CURVE TABLE CURVE LENGTH RADIt1S Delta 0100 7.6e 60,00 7'20,00" G7 D11 4#.7, 9933.04 0'14'27" SWLY CORNER LOT 11, BLOCK C M.R. t3/46 PARCEL 3'AAa 31870 SQ FT EXHIBIT B SANTA ANA A.P. NO. 395-~456--16 L?j SKETCH TO ACCOMPANY ft""*A FY LEGAL DESCRIPTION 25E-14 EXHIBIT "C" 25E-15 When recorded, please mail this instrument and tax statements to: Clerk of the Council City of Santa Ana 20 Civic Center Plaza, M-30 Santa Ana, California 92701 Free recording requested by THE CITY OF SANTA ANA PER GOVERNMENT CODE SECTION 6103. SPACE ABOVE THIS LINE FOR RECORDER'S USE CANCEL TAXES X APPROVED AS TO FORM BY ATTY. APPROVED BY DIRECTOR DESCRTPTION WRITTEN BY DESCRIPTION CHECKED-O.K. A. P. NUMBER 398-056-16 RAV MAP NUMBER PROJECT NUMBER 107 N. Grand Avenut Santa Ana, CA DEED NUMBER GRANT DEED FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Horton Family Properties LLC (No. 200920910185), a California Limited Liability Company Do Hereby Grant to THE CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California, easement for public right-of-way purposes in, on, over under, and through the real property in the City of Santa Ana, County of Orange, State of California, located at 507 N. Grand Avenue, described as follows: SEE EXHIBITS "A" AND "B" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF; Horton Family Properties LLC (No. 200920910185), a California Limited Liability Company Dated °. 3 7l?-- By: Its: 0t A-Akv, 25E-16 CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT State of California ) } SS County of Orange ) on the basis of satisfactory evidence to be the person(-s) whose names( i ' are instrument and acknowledged to me that C6e/siie/they executed the same in capacity(ies-), and that by f!j/her/their signatures-) on the instrument the peas behalf of which the person(s) acted, executed the instrument. personally who proved to me subscribed to the within (91 /her/their- authorized n(&), or the entity upon I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing is true and correct. Witness my hand and official seal. u ©ANIEIA BORBE N Coi+wN 1878676 NOTARY 4UBLIC•CAUFOANIA 0wof COUNTY A MY CONLL E11P. JAN. 31, 2014 (SEAL) (Signature) State SS County of Orange On _ before me, personally appeared who proved to me on the basis of satisfactory evidence "to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that, he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatufe(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the true and correct. Witness my hand and official seal. (Signature) (SEAL) the State of California that the foregoing is 25E-17 EXHIBIT A LEGAI, DESCRIPTION (AP N 398-456-16) PARCU% "A" 'those portions of Lets 10 and 11 of Block C, Bartlett's Addition to the Town of Sttnfm kia, in the City o1' Santa Ana., County o f 0r to-e. state o r caii f mia, per mali filed in Bocsic 13, Page 45 of Miscellaneous Ram & of Los Anarlcs County, California, lying Mt ler y_ ad1ffhW-stCrly, milt tvesterty c t`the fbalowuag esitiilietllini COXilmenciilie at the intersection of the ei nterline of First Street with the swacy" line of Or;end Avomie (ttannerly Bartlett Avenue), as said survey line: is shown on Record of Survey 2009-1093, filed iii Do k 236, Pages 17 through 20, in ttisive, of Records o' Survey, in the Office of the Qtange Comity Rceorder; thence, eisterly alk?ng said centerline of First .Street,, South 139935'16" East, 125.50 feet to the southerly extension of the east line of said Lot 11; thence, northerly along said extension of said'Vast tine, Noi lh 00-132'52" East, 43.012 'feet to the 't'rite tE'rilttt: of Beginning., thmm. Partallcl with flee centerline of a?tid First Stmt North 49"S'l6" W e. 30.68 fe4t, mere ise Iess w a {saint that is 43.00 feet nortliel ly of said first Street anti 94.82 feet + astvrly of said survey .ling; thence North 45°05'12" W43t, 35.19- feet to a point that is 67.56 feet northerly of said First Street and 69.76 feet easterly of stdd survey lino; thence, Nortli 0013607" West, 38.01 fleet to a curve conasm wostorly, having a radius of 9,933.00 feet; thence, northerly along said curve 41.73 poet, through a central angle of 0''14'27" to (lie hegtdnuina of a r MIC ciu•e'e cviss:itve eastwly having a mdius of 60.00 feet" a radial lint: through the begi.nninl; of said reverse cutvn bears South 89"38'20" West; :Ihence wirdierly along staid reverse curve 7.68 feet Hiroo h a cenn-aal angle of 71120"09`; thetwio Norlb 1)741'50° ?r o , 2.78 1`eet to -the northerly line nfsciici 1,ot I(). Excepting thereti•o171 the westerly 10.00 f ct of said Lot 10. CfiMaining 33,870 square feet. more or less, All as shown can Exhibit 13, atttielled hereto thief by this mflemicao, i1sade a parOl( rcor subject to all Covensaa7ts, Ci?iuli(ions, Reserwa(ions, restrictions, Rights-()f-Vlay and Eascmenis or record.. if any. Pwpar d by me. or under my direction on. Novernber 8, 2011. ? (((`3 3ccgcf Selsourit, PLS X3=395 Page l of 1 i:-S}tglt(iDyDi[lft? SantaAtra:;u:eryirg?rictiugi'r;>I a;rt?r1Aww"ewi[irrtirnLa;ui[]a+crtiptiiaiAlyti.;4t-•13fr-.tiSdtx 25E-18 N9R Rs2009-1003. Ua236117-20. O.R. SECOND STREET NWLY CORN SL a A1. 1. tQ 9 - M 13/45 35,OQ` LiJ Dz w? ! 71 I ?-- L114 M yy?y ?? it zo? > I y+p 4J U I 9,71' 10 1 I "T C5 I or, I NWLY CORNER I LOT 10 BLOCK C M, R. 13/46 N1I Ly CORNER LOT 11 g BLOCK J? M.R. 13/4-5 ?2f} S> J`3 EAST LINE _ ^ LOT 11. f bex c A . 13/46 R ?I I 1,01 L p 1 ?1 1 1 . ?? 1 0 i lie) w 1 fn f , L1t& T.Rox. -;::-L119 N. T. S. LINE TABLE LINE LENGTH BEARING L1tO 125.50 $ 5' •; 1.111 33,00 00'32' L112 aa.6p N . ?. ,rw .. L113 124,6 Nq0' 'S2"E L114 22.24 S80' 38'00"E 1,115. 2.78 • 1 ` 0°E L116 _ 3&01 S00',MQ7"E L117, .. 45.W1 345'05'42"E L118 30.65 SSS'35'16"E L113 14.00 800'32'62"- CURVE TABLE CURVE LENGTH LR-AD6-1b--'1 Delta Cioa 7.6$ 60,00 770,09" 0101 41.73 0933.vo 0"14'27•, SN(1.Y CoRNE -? ? LOT 10 U-)-) I SE1 CORNER BLOW 0 ? LOT f1, MOCK C M.R. 13/45 f L110 M.R. 13/45 t148V35•1d"YOB PARCEL ",SPA P. .. FIRST STREET 3,870 S ET EXHIBIT B SANTA ANA A.P. NO. 398-456-16 PWA SKETCH TO ACCOMPANY •wx+c" LEGAL. DESCRIPTION 25E-19 EXHIBIT "D" 25E-20 When recorded, please mail this instrument and tax statements to: Clerk of the Council City of Santa Ana 20 Civic Center Plaza, M-30 Santa Ana, California 92701 Free recording requested by THE CITY OF SANTA ANA PER GOVERNMENT CODE SECTION 6103. SPACE ABOVE THIS LINE FOR RECORDER'S USE CANCEL TAXES X APPROVED AS TO FORM BY ATTY. APPROVED BY DIRECTOR DESCRIPTION WRITTEN BY DESCRIPTION CHECKED-O.K. A. P. NUMBER 398-456-16 RAV MAP NUMBER PROJECT NUMBER 107 N. Grand Avcuuq Santa Ana, CA DEED NUMBER TEMPORARY CONSTRUCTION EASEMENT DEED FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Horton Family Properties LLC (No. 200920910185), a California Limited Liability Company Do Hereby Grant to THE CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California, A temporary construction easement over that real property in the City of Santa Ana, County of Orange, State of California described on Exhibit "A" and shown on Exhibit "B", which exhibits are attached hereto and by reference made a part hereof. Said temporary right shall be for a period of six (6) months and shall be effective upon the City of Santa Ana, or its agent, providing a prior 48-hour written notice to . Said temporary easement shall terminate upon completion of construction (known as the Grand Avenue Widening Project). IN WITNESS WHEREOF, the grantor hereto has caused this Temporary Construction Easement Deed to be executed as of this day of 2012. Horton Family Properties LLC (No. 200920910185), a California Limited Liability Company Dated_ o. ` ll j 1-' Its: Tiskiytxl 25E-21 CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT State of California ) SS County of Orange On f before me, /., e i c? IE?^ { !?. = -:-rt --? kj( personally apperar'ed who proved to me on the basis of satisfactory evide ce to be the person(s) whose names(s- s/are- subscribed to the within instrument and acknowledged to me that she/they executed the same in ??Yher/their authorized capacity(ies), and that by ii ` her/their• signature(-4 on the instrument the person(s)? or the entity upon behalf of which the person(8) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing is true and correct. Witness my hand and official seal. DANIEIA BORBE N Comm. # 1878876 it, NOTARY PuBLIC•CALIFORNIA y! QRMWE COWQY d uT COWL EXP. JAN. $1.2014 (SEAL) (Signature) State of California ) SS County of Orange } On before me, personally appeared who proved to me on the basis of satisfactory evidence to.:be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that. he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws'of the State of California that the foregoing is true and correct. Witness my hand and official seal. (Signature) (SEAL) 25E-22 E mrr A LEGAI. DESCRIPTION (APN 398-4-46-161' -Temporaiv C'onstructlon Paseimeint) PARCEL "B" A sb,ip of land, 10.00 feet in m4dth, over dicise. Portions of Lets 10 wid ! 1 of Alook C', 8artlett's Addition to the Town of Santa .Ann. in the City of Santa rUn, County 0_ C3rilitg ,-State d'Ctil, 6m ai, ttu map fflaf i look 13, Page 45 oMiswllaneous RedoMs of Los. Angeles County, California: the westerly littt; tf said. 10.00 font strip is described as fcitlow'q: Commencing at the interscetion of the centerline of first Street -with the Sul-Vey line of Grand Avenue (formerly Bartlett .Avenue), as said survey line is shown oil Rec and of Survey 2009-109:1, filed- in Book 236, Pages 17 through 20, inclusive, of Recoxds of Survey, in the Office of the. Ormigo County Recorder, thence, eastorly along said cenwrline of First Street, South 891391611 Fa %, , 125.501 flee to the southerly extension of tho mist lute orsaid Lut 11; thenco, no the=rly along. svid extension orsttid oust lino, North 00032'52" Last. 43.02 het to tho Trite Pollit of Beglnab ig; thence, parallel with the centerline of said F st Stmet 'N'orth 80335'15" West, 30.68 feet, more or less to al point that is 43.00 feet notiherly o said First Street and 94.82 feet easterly of said survey .line; thence North 451105'42" West, 35.04 foot to a point that is 67.56 feet northerly of said first Street and 69.76 -fit ensterly of said survey line; ffieria. North 00'3607" West, 38.01 feet to to curve con.cavc westerly, Hiving a radius of 9,933,00 feet; thence, northe_rly slung said curve 41.73 feet, thro-ugh a central angle. of W14'27" to the beginning of as reverse curve Iconea4o c;istorly having a radius of 60.00 fcct, a radial lino through tbo beginning of s,,dd ravea•sc curve: hears South 89138`20" Wust: thence northerly along said mverse curve 7.68 feet through a central angle of 720'09"; thence Mortis 07'41'50" hest. 238 feet to the northerly lint; ofwid Lot 10. The most northerly atnd easterly lirtes of said strip to be le.n timled or shortened so as to terminate wrtherly at the northerly lisle of said Lot 10 and vasterly aA tbl> easterly lilac: of said Lut T I . Ctn;taainhig 1,177 Square, ILet, more or less. All as shoAmn oil 1=:xbibit li, aatcached hereto and by this rererenee made a p:trt hereof, Subjt:at to all] Covenants, Conditions, Reservations, Restrictions, Rights-of-Way and Easements of record, if any. Prepared by Inc, or Umter tiny dircct:ion on NovembQr 28, 2011. fj4J\ cgut'g'Cc? ebourn, PLS?395 f'\fj j? Page 1 o 1' I i:aSttMil" OI01d?_Nomw;9rdSur,¢rwfi ia4=,,:r;_•IfhandM-n.,.eWkicmh,r`.LcpIw,; ;Ih,V-kz-=456•!6S:•?r?aBlur. dac 25E-23 n PER RS2002-1001 R.S9.2 07--20i O.R. L SECOND STREET BLOCK IC, RR. 13/43 LLJ 5 La I I :D7 W _ D ? L10 7 1€7'-" ? f-?- ?H w W ?sr J a L1' V) I LOT' s r I t 69,78` 10 SWLY CORNER WT to . BLOCK C MA. 13/+45 P.O.C. to fn ri f NAY CORNER I LOT 10 '.FM C .F 13/'45 7M ''L • N N, T. S. LINE TA>OLE LINE LENGTH BEARING L110 125.50 yes 35'1 DOE 1111 33,00 L7'1l 50.50 M$9' 5'16" L1 i3 124.67 x100'32'5 " E L114 2124 S89'38'00" L115 2.75 S©7 41'50°E L116 36.01 0 ' 7" L117 35.04 S45'05'42"E L118 30,88 " _ ?it8 10,0 =. 3 , NAY CORAIER LOT 11 BLOCK O. M,R. 13/48 EAST UNE G LOT 11, LOT 11 BLOCK C A1.R, 13/45 101, T L11?l-s?- ? ,::-•L1 1J ie xa 4 it FIRST STREET EXHIBIT B PARCEL P13111 1,477 Q FT dommmmoft SANTA ANA A.P. NO. 39$-458-16 - P WA TEMPORARY CiONSTRU TION EASE'MEA17' P"Immw SKETCH TO ACCOMPANY LEGAL DESCRIP-nON CURVE TABLE CURVE LENGTH RADIUS Delta 0100 7.66 60.01D 7'20' 0161 41.73 9033.00 0-14!27" Sf 'LY CORNEA LOT 11, BLOCK O 1V1,Q2. 13/46 25E-24 EXHIBIT 'V 9. EGA.l.DE:;CR1.1 TI{7N (APi'+`° 399-456-DI) PARCEL "A" That portion of Lot 9 of Block C, Bartlett's Addition to the Town of Santa Ann, in t1l _--__ - • -- Cie-y-arF-Sntara Att:>I Q-runty-rJL =zltigo?-State-of -let ?Ytia13=:[i:fect_it?b>3.r?:ok?1.3x Page45 of Misoellanc:ous Records of Los Angol s County, California, lying southeasterlymid castealy of die following, described lime. Commencing at the interse:ctaca>.t Of the centerline o Second fteet with the suiu•ey liras: of Gtand Avenue (formerly Bartlett Avenue), as said survey lute is shown, on Recoid of Suavcy 2009-1093, filcri in Moore 2-36, Pages 17 tlarcatagh 20, inclusive, Romrds of Survey, in the Office of the Orange: County Recorder, thence, easterly along .shier centerline of Second Street", South 89°49 43°. East, 74.91 feet; thence, southerly and perpendicular to said centerline, South 00°19'17" West, 25.00 feet to the noffli-'a'ly line of-Wid Lot 9 and the True Point of Beginning, thenc o, South 41 °44'39" West, ' 22.67 feet to a p6irrt that is 42.00 feet soutlierly or the cePterlhie of said Hirst aireet and 60.08 :feet eastcrty of said sumv lim, said point o beurg on a fton-tant vlit cuvv, wlmw t tastedy, a rRdial lisle t1mugh said point bears Aorth 39"40'48" Wt s(, s icl ttoti-tntX?erat ?ur'?:e luiving a radius of 9,940.00 tee:t.; thence, southcrly along sated curve 58.54 t`cet thrNgh al cemtral angle of 00,120115" to the beginning of a conipowul curve concave casicriy, a lint, through the begiuning of said compound curve bears South 99°58'17" West, said aUmpound curve having a radius of 40.00 feet; thence, :southerly along said mirve 5.31 feet. tlrrcnrgh a central angle of0-P40'47; thence, South 7141'50" Fast, 44.24 feet to the southerly line Of said L.s)t 9. Containing 2,131 sqv atv feet, more or leers. All as shown on P-xJ ibit t3, altactie d hereto mid by this re-fe:rence m aila to part hereof. Subject to all C' wenants. Conditions, Reservations, Restrictions, 'Rig4its-of Way -'Md Easements of record. if any. Prepared by nic% or under my dirc%;tion on NIitay 4, 2011. Pinge l of 1 ":SIEAR[•A•''fl?i14? S:n:ta.3ca?t???vZu?(;.trrE??+llt?:>{r.1 Gf+i:>,I \?'?':t?i?•?Y1dCt;i?;?•1.'yes:?l?..met';?-?i.+ti•.4NfJ?<S:-F1it.•Ii ?•nu.4k 25E-25 EXHIBIT "F" 25E-26 ( } „ PER R820DO-109% U.s.14-230/17-2% O.ti. SE OND STREET P -01 .?, NVILLY WRNER LOT 0 , L206 M.m cl Wit -13/45 ?z ZW Lt1 m zoc - - - - - - - - - - - - - - II Ln T T Ld NO LOTS ' tS j? 1;, ! I MOCK I;, M. 1. LOT '10 I MA, 1/45 ut ? i T" 0 .-,? _.. i ?1y 1 b N.T.S. LINE TABLE LINE LENGTH BEARING L200 7+1.91 n ' 3" L201 25,00 .? " L2{I2 22,67 S414,V39"W t 44.24 07. 1'W" S -4 L204 22.? N89' {7"V . E Z 124r-60 N 0' . L206 30.01 Sf19' S?'43' CURVE TABLE CURV& LENGTH RADIUS Delta 0200 , 88.54 9940.06 '28''15" 0201 5,38 40.00 7"40'47" PARCEL "A" 2,231 SO FT FIRST STREET EXHIBIT "F" SANTA MA A.I.ISO. X98-456"?- 1 TWA KETCH TO ACCOMPANY mmommillow A=Nmoona I LEGAL DESCRIPTION 10. 1f R. 134:1 1?6W'!.Y CORNER ? I ?ltvll]PI CORNER ri? I?T I 25E-27 EXHIBIT "G" GENERAL ESCROW PROVISIONS All disbursements shall be made by Escrow's check. All funds received in this escrow shall be deposited in one or more of your general escrow accounts with any bank doing business in the State of California and may be transferred to any other general escrow account or accounts. The expression "close of escrow" means the date on which instruments referred to herein are filed for record. All adjustments are to be made on the basis of a 30-day month. Recordation of any instruments delivered through this escrow, if necessary or proper in the issuance of a policy of title insurance called for, is hereby authorized. There shall be no prorations of any existing insurance policies in this escrow. You are to furnish a copy of these instructions, amendments thereto, closing statements and/or any other documents deposited in this escrow to the lender or lenders, the real estate broker or brokers and/or the attorney or attorneys involved in this transaction upon request of such lenders, brokers or attorneys. Should you before or after close of escrow receive or become aware of any conflicting demands or claims with respect to this escrow or the rights of any of the parties hereto, or any money or property deposited herein affected hereby, you shall have the right to discontinue any or all further acts on your part until such conflict is resolved to your satisfaction, and you shall have the further right to commence or defend any action or proceedings for the determination of such conflict. The parties hereto jointly and severally agree to pay all costs, damages, judgments and expenses, including reasonable attorney's fees, suffered or incurred by you in connection with, or arising out of this escrow, including, but without limiting the generality of the foregoing, a suit in interpleader brought by you. In the event you file a suit in interpleader, you shall ipso facto be fully released and discharged from all obligations imposed upon you in this escrow. If for any reason funds are retained or remain in escrow, you are to deduct therefrom a reasonable monthly charge as custodian thereof of not less than $10.00 per month. Time is declared to be the essence of these instructions. If you are unable to comply within the time specified herein and such additional time as is required to make an examination of the official records, you will return all documents, money or property to the party entitled thereto upon satisfactory written demand and authorization. Any amendment of and/or supplement to any instructions must be in writing. The seller agrees to sell and the buyer agrees to buy the property herein described upon the terms hereof. These escrow instructions, and amendments hereto, may be executed in one or more counterparts, each of which independently shall have the same effect as if it were the original, and all of which taken together shall constitute one and the same instruction. 25E-28 PURCHASE AND SALE AGREEMENT FOR ACQUISITION OF REAL PROPERTY AND BILATERAL ESCROW INSTRUCTIONS THIS AGREEMENT (hereinafter "PSA"), entered into on 2 0 1 2 , between the CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California (hereinafter "City" or "Buyer"), and Joan McVay, an unmarried woman, as to an undivided sixty percent (60%) interest, Lance McVay, un unmarried man, as to un undivided twenty percent (20%) interest, and Joanna McVay, Trustee for the Joanna McVay Revocable Trust of 2007, dated February 23, 2007, as to un undivided twenty percent (20%) interest (hereinafter "Seller"), regardless of number or gender; THEREFORE, for and in consideration of their mutual promises, covenants and agreements, and subject to the terms, conditions and provisions of this PSA, Seller agrees to sell to City, and City agrees to purchase from Seller, that certain real property (hereinafter "Said Real Property") legally described as follows: SEE EXHIBIT "A" - Legal Description ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF (Commonly known as 1225 East 4t' Street, Santa Ana, CA) (APN: 398-385-04) Said purchase and sale of Said Real Property shall be in accordance with and subject to all of the following terms, conditions, promises, covenants, agreements and provisions, to wit: 1. Conveyance by Seller. Seller agrees to convey said real property to City, by Grant Deed, at the office of First American Title Insurance Company, 2 First American Way, Santa Ana, California, within thirty (30) days from and after the date on which the City has approved this Agreement. 2. Title to be Conveyed. Seller agrees that, except as may hereinafter be otherwise expressly provided, said real property shall be conveyed by Seller to City, as aforesaid, free and clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances (whether monetary or non-monetary, general or specific, including any and all leasehold interests), liens, clouds or defects in title except those exceptions shown in Paragraph 15 below. Seller hereby warrants that the title to said real property to be conveyed by Seller to City shall be free and clear as provided above. Seller further agrees that acceptance by City of any deed to said real property, with or without knowledge of any condition, restriction, reservation, exception, easement, assessment, profit, limitation, encumbrance (whether monetary or non-monetary, general or specific, and including any and all leasehold interests), lien, cloud or defect in title, shall not constitute a waiver by City of its right to the full and clear title hereinabove agreed to be conveyed by Seller to City, nor of any right which might accrue to City because of the failure of Seller to convey title as hereinabove provided. 3. Title Insurance. Seller agrees to deliver to City, concurrently with the conveyance of said real property to City, within the time and at the place hereinabove specified for said conveyance of said real property, a policy of title insurance to be issued by the above mentioned title company, with the City therein named as the insured, in the amount of Three Hundred Thousand AND NO/100 Dollars ($300,000.00) insuring the title of the City to said real property is free and clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances (whether monetary or non-monetary, general or specific, and including any and all leasehold interests), liens, clouds or defects in title, excepting such specific ones as city may hereinafter expressly agree to take subject to. Acceptance by City of any such policy of insurance, whether such insurance complies with the requirements of this paragraph or not, shall not constitute a waiver by City of its right to such insurance as is herein required of Seller, nor a waiver by the City of any rights of action for damages or any other rights which may accrue to 25E-29 City by reason of the failure of Seller to convey title or to provide title insurance as required in this Agreement. 4. Escrow. City agrees to open an escrow at the office of First American Title Insurance Company, 2 First American Way, Santa Ana, California, (the Escrow Agent) within five (5) days from and after the date on which the City has approved this Agreement. This Agreement constitutes the joint escrow instructions of the City and the Seller and a duplicate original of this Agreement shall be delivered to the Escrow Agent upon the opening of the escrow. Escrow to close within 90 days of the City's execution of this Agreement. The Escrow Agent hereby is empowered to act under this Agreement, and upon indicating its acceptance of this Section 4 and of the General Provisions described in Exhibit "B" attached hereto and incorporated herein by this reference, in writing, delivered to the City and to the Seller within five (5) days after delivery of this Agreement, shall carry out its duties as Escrow Agent hereunder. City agrees to bear and Escrow Agent is hereby authorized to charge to the City the cost of any transfer taxes, recording fees, cost of title insurance, reconveyance fees, document preparation fees, escrow fees and any other closing costs incidental to the conveying of said real property to City. Penalties for prepayment of bona fide obligations secured by any existing deed of trust or mortgage shall be waived pursuant to Civil Code Procedures Section 1265.240. The liability to the Escrow Agent under this Agreement is limited to performance of the obligations imposed upon it under Section 4, Section 6, Section 8 and Exhibit "B" of the General Provisions of this Agreement. 5. Property Taxes. Such real property taxes, if any, on said real property for the fiscal year within which said real property is conveyed to City as are unpaid at the time of said conveyance shall be cleared and paid in accordance with the provisions of Section 4986 of the Revenue and Taxation Code of the State of California. Seller shall be eligible for a refund under Section 5096.7 of the Revenue and Taxation Code of the State of California for that portion of property taxes on said real property for said fiscal year which have been paid prior to the date the deed conveying said real property to City is recorded which is allocable to that portion of the fiscal year which begins on the date the deed conveying said real property to City is recorded and made uncollectible if unpaid by reason of Section 4986 of the Revenue and Taxation Code of the State of California. All unpaid taxes on said real property for any and all years prior to the fiscal year within which said conveyance is made shall be paid by Seller before conveyance of said real property to City. 6. Payment of Purchase Price. City agrees to pay to Seller, and Seller agrees to accept from City, as and for the full purchase price for said real property, fixtures & equipment (improvements pertaining to the realty), goodwill (if any), and severance damages, the total sum of Three Hundred Thousand AND NO/100 Dollars ($300,000.00). City agrees to deposit said purchase price in escrow with the Escrow Agent within THIRTY (30) days from and after the date on which the City has approved this Agreement, and the Escrow Agent is hereby authorized to pay the same to Seller upon and after: (a) Conveyance of said real property by Seller to City as hereinabove provided; (b) Acceptance by City of a Grant Deed conveying said real property to City; (c) Delivery to City of the policy of title insurance as hereinabove provided; (d) Recordation of the Deed conveying said real property to City. 7. Possession. Seller agrees to deliver to City, on the date the Deed conveying said real property to City is recorded, quiet and peaceful possession of said real property, which shall be made free by Seller of all personal property. 25E-30 8. Rental and Occupancy By Seller. Seller agrees to execute a complete, current and correct statement of rentals (Seller Estoppel) on a form furnished to Seller by City and deliver same to City within fifteen (15) days hereof with copies of any written leases or rental agreements attached. All rents will be prorated as of the close of escrow on the basis of a 30-day month/360-day year consistent with that statement, subject to approval of City. Seller hereby agrees not to rent any units on the premises which are vacant as of the date that this agreement is executed by seller, or which may be vacated by present occupants prior to close of escrow. Seller agrees that any and all Tenant Security Deposits pertaining to the subject property collected by or in the possession of Seller prior to the close of escrow shall be transferred to and become the property of City during escrow. Seller hereby warrants that the rental statement referred to shall include the terms of all rental agreements, tenancies, and leases (written, unwritten, recorded, or unrecorded) and Seller agrees to hold City harmless from all liability from any such leases or agreements. Seller also warrants that there are no oral or written leases on all or any portion of the subject property exceeding a period of one month. 9. Waivers. The waiver by City of any breach of any covenant or agreement herein contained on the part of the Seller shall not be deemed or held to be a waiver of any subsequent or other breach of said covenant or agreement nor a waiver of any breach of any other covenants or agreements contained herein. 10. Heirs, Assigns, Successors-in-Interest. This PSA, and all the terms, covenants and conditions hereof, shall apply to and bind the heirs, executors, administrators, successors and assigns of the respective Parties hereto. 11. Time is of the Essence. In all matters and things hereunder to be done and in all payments hereunder to be made, time is and shall be of the essence. 12. Just Compensation. Seller acknowledges and agrees that said purchase price is just compensation at fair market value for said real property and includes payment for fixtures & equipment (improvements pertaining to the realty), goodwill (if any), and severance damages. 13. Notices. The mailing address of the City of Santa Ana is 20 Civic Center Plaza, M-36, P.O. Box 1988, in the City of Santa Ana 92701, County of Orange, State of California. The mailing address of the Seller is: Joan McVay 180 Woodston Way Ben Lomond, CA 95005 14. Exceptions. City agrees to accept title to said real property subject to the following: NONE. 15. Entire Agreement. It is mutually agreed that the Parties hereto have herein set forth the whole of their Agreement. Performance of this PSA by City shall lay at rest, each, every, and all issue(s) that were raised or could have been raised in connection with the acquisition of Said Real Property by City. 16. Hazardous Waste. Neither Seller nor, to the best of Seller's knowledge, any previous owner, tenant, occupant, or user of the Property used, generated, released, discharged, stored, or disposed of any hazardous waste, toxic substances, or related materials ("Hazardous Materials") on, under, in, or about the Property, or transported any Hazardous Materials to or from the Property. Seller shall not cause or permit the presence, use, generation, release, discharge, storage, or disposal of any Hazardous Materials on, under, in, or about, or the transportation of any Hazardous Materials to or from, the Property. The term "Hazardous Material" shall mean any substance, material, or waste which is or becomes regulated by any local governmental authority, the State of California, or the United States Government, including, but not limited to, any material or substance which is (i) defined as a "hazardous waste", "extremely hazardous waste", or "restricted hazardous waste" under Section 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste 25E-31 Control Law), (ii) defined as "hazardous substance" under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter-Presley-Tanner Hazardous Substance Account Act), (iii) defined as a "hazardous material", "hazardous substance", or "hazardous waste" under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) defined as a "hazardous substance" under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) asbestos, (vii) polychlorinated biphenyls, (viii) listed under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, (ix) designated as a "hazardous substances" pursuant to Section 311 of the Clean Water Act, (33 U.S.C. S1317), (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. S6901 et sea. (42 U.S.C. S6903) or (xi) defined as a "hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, as amended by Liability Act, 42. U.S.C. S9601 et sec.. (42 U.S.C. S9601). 17. Compliance With Environmental Laws. To the best of Seller's knowledge the Property complies with all applicable laws and governmental regulations including, without limitation, all applicable federal, state, and local laws pertaining to air and water quality, hazardous waste, waste disposal, and other environmental matters, including, but not limited to, the Clean Water, Clean Air, Federal Water Pollution Control, Solid Waste Disposal, Resource Conservation Recovery and Comprehensive Environmental Response Compensation and Liability Acts, and the California Environment Quality Act, and the rules, regulations, and ordinances of the city within which the subject property is located, the California Department of Health Services, the Regional Water Quality Control Board, the State Water Resources Control Board, the Environmental Protection Agency, and all applicable federal, state, and local agencies and bureaus. 18. Indemnity. Seller agrees to indemnify, defend and hold the City harmless from and against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense (including, without limitation, attorneys' fees), resulting from, arising out of, or based upon (i) the presence, release, use, generation, discharge, storage, or disposal of any Hazardous Material on, under, in or about, or the transportation of any such materials to or from, the Property, or (ii) the violation, or alleged violation, of any statute, ordinance, order, rule, regulation, permit, judgment, or license relating to the use, generation, release, discharge, storage, disposal, or transportation of Hazardous Materials on, under, in, or about, to or from, the Property. This indemnity shall include, without limitation, any damage, liability, fine, penalty, punitive damage, cost, or expense arising from or out of any claim, action, suit or proceeding for personal injury (including sickness, disease, or death, tangible or intangible property damage, compensation for lost wages, business income, profits or other economic loss, damage to the natural resource or the environment, nuisance, pollution, contamination, leak, spill, release, or other adverse effect on the environment). This indemnity extends only to liability created prior to or up to the date this escrow shall close. Seller shall not be responsible for acts or omissions to act post close of this escrow. 19. Contingency. It is understood and agreed between the parties hereto that the completion of this transaction, and the escrow created hereby, is contingent upon the specific acceptance and approval of the City herein. The execution of these documents and the delivery of same to Escrow Agent constitutes said acceptance and approval. 20. Modification and Amendment. This PSA may not be modified or amended except in writing signed by the Seller and City. 21. Partial Invalidity. Any provision of this PSA that is unenforceable or invalid or the conclusion of which would adversely affect the validity, legality, or enforcement of this PSA shall have no effect, but all the remaining provisions of this PSA shall remain in full force. 22. Captions. Captions and headings in this PSA, including the title of this PSA, are for convenience only and are not to be considered in construing this PSA. 25E-32 23. Governing Law. This PSA shall be governed by and construed in accordance with the laws of the State of California. 24. No Reliance By One Party On The Other. Each party has received independent legal advice from its attorneys with respect to the advisability of executing this PSA and the meaning of the provisions hereof. The provisions of this PSA shall be construed as to their fair meaning, and not for or against any party based upon any attribution to such party as the source of the language in question. 25. No Third Party Beneficiary. This PSA is intended to benefit only the Parties hereto and no other person or entity has or shall acquire any rights hereunder. 26. Duty To Cooperate Further. Each party hereby agrees that it shall, upon request of the other, execute and deliver such further documents (in form and substance reasonably acceptable to the party to be charged) and do such other acts and things as are reasonably necessary and appropriate to effectuate the terms and conditions of this PSA, without cost. 27. Applicability of Agreement To Assignees. This PSA shall be binding upon and shall inure to the benefit of the successors and assigns of the Parties to this PSA. 28. Authority to Execute Agreement. 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 PSA, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 29. Incorporation of Exhibits. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this PSA. 25E-33 IN WITNESS WHEREOF, the Parties hereto have executed this PSA on the date and year first written above. SELLER: Joan McVay, an unmarried woman, as to an undivided sixty percent (60%) interest, Lance McVay, un unmarried man, as to un undivided twenty percent (20%) interest, and Joanna McVay, Trustee for the Joanna McVay Revocable Trust of 2007, dated February 23, 2007, as to un undivided twenty percent (20%) interest Joan McVay, an unmarried woman Lance McVay, un unmarried man Joanna McVay, Trustee City/Buyer City of Santa Ana Paul Walters City Manager Date: 2012 Date: , 2012 Date: , 2012 Date: Attest: Maria D. Huizar City Clerk Date: 2012 Approved as to Form: Sonia R. Carvalho City Attorney Jose Sandoval Chief Assistant City Attorney Date: 25E-34 , 2012 2012 EXHIBIT "B" GENERAL ESCROW PROVISIONS All disbursements shall be made by Escrow's check. All funds received in this escrow shall be deposited in one or more of your general escrow accounts with any bank doing business in the State of California and may be transferred to any other general escrow account or accounts. The expression "close of escrow" means the date on which instruments referred to herein are filed for record. All adjustments are to be made on the basis of a 30-day month. Recordation of any instruments delivered through this escrow, if necessary or proper in the issuance of a policy of title insurance called for, is hereby authorized. There shall be no prorations of any existing insurance policies in this escrow. You are to furnish a copy of these instructions, amendments thereto, closing statements and/or any other documents deposited in this escrow to the lender or lenders, the real estate broker or brokers and/or the attorney or attorneys involved in this transaction upon request of such lenders, brokers or attorneys. Should you before or after close of escrow receive or become aware of any conflicting demands or claims with respect to this escrow or the rights of any of the parties hereto, or any money or property deposited herein affected hereby, you shall have the right to discontinue any or all further acts on your part until such conflict is resolved to your satisfaction, and you shall have the further right to commence or defend any action or proceedings for the determination of such conflict. The parties hereto jointly and severally agree to pay all costs, damages, judgments and expenses, including reasonable attorney's fees, suffered or incurred by you in connection with, or arising out of this escrow, including, but without limiting the generality of the foregoing, a suit in interpleader brought by you. In the event you file a suit in interpleader, you shall ipso facto be fully released and discharged from all obligations imposed upon you in this escrow. If for any reason funds are retained or remain in escrow, you are to deduct therefrom a reasonable monthly charge as custodian thereof of not less than $10.00 per month. Time is declared to be the essence of these instructions. If you are unable to comply within the time specified herein and such additional time as is required to make an examination of the official records, you will return all documents, money or property to the party entitled thereto upon satisfactory written demand and authorization. Any amendment of and/or supplement to any instructions must be in writing. The seller agrees to sell and the buyer agrees to buy the property herein described upon the terms hereof. These escrow instructions, and amendments hereto, may be executed in one or more counterparts, each of which independently shall have the same effect as if it were the original, and all of which taken together shall constitute one and the same instruction. 25E-35 When recorded, please mail this instrument and tax statements to: Clerk of the Council City of Santa Ana 20 Civic Center Plaza, M-30 Santa Ana, California 92701 Free recording requested by THE CITY OF SANTA ANA PER GOVERNMENT CODE SECTION 6103. SPACE ABOVE THIS LINE FOR RECORDER'S USE CANCEL TAXES X APPROVED AS TO FORM BY ATTY. APPROVED BY DIRECTOR DESCRIPTION WRITTEN BY DESCRIPTION CHECKED-O.K. A. P. NUMBER 398-385-04 R/W MAP NUMBER PROJECT NUMBER 1225 East 4th Street, Santa Ana, CA DEED NUMBER GRANT DEED FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Joan McVay, an unmarried woman, as to an undivided sixty percent (60%) interest, Lance McVay, un unmarried man, as to un undivided twenty percent (20%) interest, and Joanna McVay, Trustee for the Joanna McVay Revocable Trust of 2007, dated February 23, 2007, as to un undivided twenty percent (20%) interest Do Hereby Grant to THE CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California, for public roadway purposes, all that real property in the City of Santa Ana, County of Orange, State of California, located at 1225 East 4t Street, described as follows: SEE EXHIBITS "A" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF; Dated By: Joan McVay, an unmarried woman Dated By: Lance McVay, un unmarried man Dated By: Joanna McVay, Trustee 25E-36 EXHIBIT "A" LEGAL DESCRIPTION Real property in the City of Santa Ana, County of Orange, State of California, described as follows: LOT 1 IN BLOCK "A" OF "SANTA ANA INVESTMENT COMPANY TRACT" NO. 1, HUMPHREY'S ADDITION TO SANTA ANA", AS SHOWN ON A MAP RECORDED IN BOOK 11, PAGE 39 OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA. APN:398-385-04 25E-37 PURCHASE AND SALE AGREEMENT FOR ACQUISITION OF REAL PROPERTY AND BILATERAL ESCROW INSTRUCTIONS THIS AGREEMENT (hereinafter "PSA"), entered into on ................. 2 012, between the CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California (hereinafter "City" or "Buyer"), and The Roman Catholic Bishop of Orange, a Corporation Sole (hereinafter "Seller"), regardless of number or gender; THEREFORE, for and in consideration of their mutual promises, covenants and agreements, and subject to the terms, conditions and provisions of this PSA, Seller agrees to sell to City, and City agrees to purchase from Seller, that certain real property (hereinafter "Said Real Property") legally described and depicted as follows: SEE EXHIBIT "A7- Legal Description and EXHIBIT "B" - Graphical Depiction ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF (Commonly known as 309 & 315 N. Grand Avenue, Santa Ana, CA) (APN: 398-384-01 & 398-384-17) Said purchase and sale of Said Real Property shall be in accordance with and subject to all of the following terms, conditions, promises, covenants, agreements and provisions, to wit: 1. Conveyance by Seller. (a) Seller agrees to convey said real property to City, by Grant Deed, at the office of First American Title Insurance Company, 2 First American Way, Santa Ana, California, within thirty (30) days from and after the date on which the City has approved this Agreement. (b) Seller agrees to convey to City a Temporary Construction Easement in, on, over and above the portion of the subject property described and depicted on the attached Exhibit "C" & "D" and incorporated herein by this reference. 2. Title to be Conveyed. Seller agrees that, except as may hereinafter be otherwise expressly provided, said real property shall be conveyed by Seller to City, as aforesaid, free and clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances (whether monetary or non-monetary, general or specific, including any and all leasehold interests), liens, clouds or defects in title except those exceptions shown in Paragraph 15 below. Seller hereby warrants that the title to said real property to be conveyed by Seller to City shall be free and clear as provided above. Seller further agrees that acceptance by City of any deed to said real property, with or without knowledge of any condition, restriction, reservation, exception, easement, assessment, profit, limitation, encumbrance (whether monetary or non-monetary, general or specific, and including any and all leasehold interests), lien, cloud or defect in title, shall not constitute a waiver by City of its right to the full and clear title hereinabove agreed to be conveyed by Seller to City, nor of any right which might accrue to City because of the failure of Seller to convey title as hereinabove provided. 3. Title Insurance. Seller agrees to deliver to City, concurrently with the conveyance of said real property to City, within the time and at the place hereinabove specified for said conveyance of said real property, a policy of title insurance to be issued by the above mentioned title company, with the City therein named as the insured, in the amount of One Hundred Seventy Eight Thousand Five Hundred and Sixty-Five Dollars ($178,565.00) insuring the title of the City to said real property is free and clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances (whether monetary or non-monetary, general or specific, and including any and all leasehold interests), liens, clouds or defects in title, excepting such specific ones as city may hereinafter expressly agree to take subject to. Acceptance by City of any such policy of insurance, whether such insurance complies with the requirements of this paragraph or not, shall not constitute a waiver by City of its right to such insurance as is herein required of Seller, nor a waiver by the City of any rights of action for damages or any other rights which may accrue to City by reason of the failure of Seller to convey title or to provide title insurance as required In this Agreement. 25E-38 4. Escrow. City agrees to open an escrow at the office of First American Title Insurance Company, 2 First American Way, Santa Ana, California, (the Escrow Agent) within five (5) days from and after the date on which the City has approved this Agreement. This Agreement constitutes the joint escrow instructions of the City and the Seller and a duplicate original of this Agreement shall be delivered to the Escrow Agent upon the opening of the escrow. Escrow to close within 90 days of the City's execution of this Agreement. The Escrow Agent hereby is empowered to act under this Agreement, and upon indicating its acceptance of this Section 4 and of the General Provisions described in Exhibit "E" attached hereto and incorporated herein by this reference, in writing, delivered to the City and to the Seller within five (5) days after delivery of this Agreement, shall cant' out its duties as Escrow Agent hereunder. City agrees to bear and Escrow Agent is hereby authorized to charge to the City the cost of any transfer taxes, recording fees, cost of title insurance, reconveyance fees, document preparation fees, escrow fees and any other closing costs incidental to the conveying of said real property to City. Penalties for prepayment of bona fide obligations secured by any existing deed of trust or mortgage shall be waived pursuant to Civil Code Procedures Section 1265.240. The liability to the Escrow Agent under this Agreement is limited to performance of the obligations imposed upon it under Section 4, Section 6, Section 11 and Exhibit "E" of the General Provisions of this Agreement. 5. Property Taxes. Such real property taxes, if any, on said real property for the fiscal year within which said real property is conveyed to City as are unpaid at the time of said conveyance shall be cleared and paid in accordance with the provisions of Section 4986 of the Revenue and Taxation Code of the State of California. Seller shall be eligible for a refund under Section 5096.7 of the Revenue and Taxation Code of the State of California for that portion of property taxes on said real property for said fiscal year which have been paid prior to the date the deed conveying said real property to City is recorded which is allocable to that portion of the fiscal year which begins on the date the deed conveying said real property to City is recorded and made uncollectible if unpaid by reason of Section 4986 of the Revenue and Taxation Code of the State of California. All unpaid taxes on said real property for any and all years prior to the fiscal year within which said conveyance is made shall be paid by Seller before conveyance of said real property to City. 6. Payment of Purchase Price. City agrees to pay to Seller, and Seller agrees to accept from City, as and for the full purchase price for said real property, fixtures & equipment (improvements pertaining to the realty), goodwill (if any), and severance damages, the total sum of One Hundred Seventy Eight Thousand Five Hundred and Sixty-Five Dollars ($178,565.00). City agrees to deposit said purchase price in escrow with the Escrow Agent within THIRTY (30) days from and after the date on which the City has approved this Agreement, and the Escrow Agent is hereby authorized to pay the same to Seller upon and after: (a) Conveyance of said real property by Seller to City as hereinabove provided; (b) Acceptance by City of a Grant Deed conveying said real property to City; (c) Delivery to City of the policy of title insurance as hereinabove provided; (d) Recordation of the Deed conveying said real property to City. 7. Possession. Seller agrees to deliver to City, on the date the Deed conveying said real property to City is recorded, quiet and peaceful possession of said real property, which shall be made free by Seller of all personal property. 8. Rental and Occupancy By Seller. Seller agrees to execute a complete, current and correct statement of rentals (Seller Estoppel) on a form furnished to Seller by City and deliver same to City within 25E-39 fifteen (15) days hereof with copies of any written leases or rental agreements attached. All rents will be prorated as of the close of escrow on the basis of a 30-day month/360-day year consistent with that statement, subject to approval of City. Seller hereby agrees not to rent any units on the premises which are now vacant, or which may be vacated by present occupants prior to close of escrow. Seller agrees that any and all Tenant Security Deposits pertaining to the subject property collected by or in the possession of Seller prior to the close of escrow shall be transferred to and become the property of City during escrow. Seller hereby warrants that the rental statement referred to shall include the terms of all rental agreements, tenancies, and leases (written, unwritten, recorded, or unrecorded) and Seller agrees to hold City harmless from all liability from any such leases or agreements. Seller also warrants that there are no oral or written leases on all or any portion of the subject property exceeding a period of one month. 9. Waivers. The waiver by City of any breach of any covenant or agreement herein contained on the part of the Seller shall not be deemed or held to be a waiver of any subsequent or other breach of said covenant or agreement nor a waiver of any breach of any other covenants or agreements contained herein. 10. Heirs. Assigns, Successors-in-Interest. This PSA, and all the terms, covenants and conditions hereof, shall apply to and bind the heirs, executors, administrators, successors and assigns of the respective Parties hereto. 11. Time Is of the Essence. In all matters and things hereunder to be done and in all payments hereunder to be made, time is and shall be of the essence. 12. Permission to Enter on Premises. It is understood and agreed that for project planning and funding purposes the Seller hereby grants to City and authorized agents or contractors, the right of possession to the area described in Exhibit °C" and "D" to perform the work described in Paragraph 30a. However, said right of possession and use shall not be exercised prior to the City, or City's agent, providing Seller with a 48-hour prior written notice to perform the construction items listed in Paragraph 30a below. The right to use the property shall continue in effect for a period of six (6) months. All efforts shall be made to complete the described work within the proscribed period of time; however, extraordinary circumstances may occur which may require additional time to complete the work (i.e. rain, labor dispute, shortage of materials). It is agreed that should the actual use extend beyond the time period delineated above, and the occurrence is verged through the contractor or City/State project inspection logs, the City agrees to pay at the rate of $1,108.33 per month, prorated to the actual date of City's termination of use. It is further understood that in no event shall the City's use of the property exceed the early of either the term of the temporary construction easement described above or the project completion date. 13. Just Compensation. Seller acknowledges and agrees that said purchase price is just compensation at fair market value for said real property and includes payment for fixtures & equipment (improvements pertaining to the realty), goodwill (if any), and severance damages. 14. Notices. The mailing address of the City of Santa Ana is 20 Civic Center Plaza, M-36, P.O. Box 1988, in the City of Santa Ana 92701, County of Orange, State of California. The mailing address of the Seller is: The Roman Catholic Bishop of Orange 2811 E. Villa Real Drive Orange, CA 92867 Attn: Mr. Joe Novoa 15. Exceptions. City agrees to accept title to said real property subject to the following: NONE. 25E-40 16. Entire Agreement. It is mutually agreed that the Parties hereto have herein set forth the whole of their Agreement. Performance of this PSA by City shall lay at rest, each, every, and all issue(s) that were raised or could have been raised in connection with the acquisition of Said Real Property by City. 17. Hazardous Waste. Neither Seller nor, to the best of Seller's knowledge, any previous owner, tenant, occupant, or user of the Property used, generated, released, discharged, stored, or disposed of any hazardous waste, toxic substances, or related materials ("Hazardous Materials") on, under, in, or about the Property, or transported any Hazardous Materials to or from the Property. Seller shall not cause or permit the presence, use, generation, release, discharge, storage, or disposal of any Hazardous Materials on, under, in, or about, or the transportation of any Hazardous Materials to or from, the Property. The term "Hazardous Material" shall mean any substance, material, or waste which is or becomes regulated by any local governmental authority, the State of California, or the United States Government, including, but not limited to, any material or substance which is (i) defined as a "hazardous waste", "extremely hazardous waste", or "restricted hazardous waste" under Section 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as "hazardous substance" under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter-Presley-Tanner Hazardous Substance Account Act), (iii) defined as a "hazardous material", "hazardous substance", or "hazardous waste" under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) defined as a "hazardous substance" under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) asbestos, (vii) polychlorinated biphenyls, (viii) listed under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, (ix) designated as a "hazardous substances" pursuant to Section 311 of the Clean Water Act, (33 U.S.C. S1317), (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. S6901 et se g. (42 U.S.C. S6903) or (xi) defined as a "hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, as amended by Liability Act, 42. U.S.C. S9601 et seg. (42 U.S.C. S9601). 18. Cornliance With Environmental Laws. To the best of Seller's knowledge the Property complies with all applicable laws and governmental regulations including, without limitation, all applicable federal, state, and local laws pertaining to air and water quality, hazardous waste, waste disposal, and other environmental matters, including, but not limited to, the Clean Water, Clean Air, Federal Water Pollution Control, Solid Waste Disposal, Resource Conservation Recovery and Comprehensive Environmental Response Compensation and Liability Acts, and the California Environment Quality Act, and the rules, regulations, and ordinances of the city within which the subject property is located, the California Department of Health Services, the Regional Water Quality Control Board, the State Water Resources Control Board, the Environmental Protection Agency, and all applicable federal, state, and local agencies and bureaus. 19. Indemnity. Seller agrees to indemnify, defend and hold the City harmless from and against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense (including, without limitation, attorneys' fees), resulting from, arising out of, or based upon (i) the presence, release, use, generation, discharge, storage, or disposal of any Hazardous Material on, under, in or about, or the transportation of any such materials to or from, the Property, or (ii) the violation, or alleged violation, of any statute, ordinance, order, rule, regulation, permit, judgment, or license relating to the use, generation, release, discharge, storage, disposal, or transportation of Hazardous Materials on, under, in, or about, to or from, the Property. This indemnity shall include, without limitation, any damage, liability, fine, penalty, punitive damage, cost, or expense arising from or out of any claim, action, suit or proceeding for personal injury (including sickness, disease, or death, tangible or intangible property damage, compensation for lost wages, business income, profits or other economic loss, damage to the natural resource or the environment, nuisance, pollution, contamination, leak, spill, release, or other adverse effect on the environment). This indemnity extends only to liability created prior to or up to the date this escrow shall close. Seller shall not be responsible for acts or omissions to act post close of this escrow. 25E-41 20. Contin ens . It is understood and agreed between the parties hereto that the completion of this transaction, and the escrow created hereby, is contingent upon the specific acceptance and approval of the City herein. The execution of these documents and the delivery of same to Escrow Agent constitutes said acceptance and approval. 21. Modification and Amendment. This PSA may not be modified or amended except in writing signed by the Seller and City. 22. Partial Invalidity. Any provision of this PSA that is unenforceable or invalid or the conclusion of which would adversely affect the validity, legality, or enforcement of this PSA shall have no effect, but all the remaining provisions of this PSA shall remain in full force. 23. Captions. Captions and headings in this PSA, including the title of this PSA, are for convenience only and are not to be considered in construing this PSA. 24. Governing Law. This PSA shall be governed by and construed in accordance with the laws of the State of Califomia. 25. No Reliance By One Party On The Other. Each party has received independent legal advice from its attorneys with respect to the advisability of executing this PSA and the meaning of the provisions hereof. The provisions of this PSA shall be construed as to their fair meaning, and not for or against any party based upon any attribution to such party as the source of the language in question. 26. No Third Party Beneficiary. This PSA is intended to benefit only the Parties hereto and no other person or entity has or shall aoquire any rights hereunder. 27. Duty To Cooperate Further. Each party hereby agrees that it shall, upon request of the other, execute and deliver such further documents (in form and substance reasonably acceptable to the party to be charged) and do such other ads and things as are reasonably necessary and appropriate to effectuate the terms and conditions of this PSA, without cost. 28. Applicability of Agreement To Assignees. This PSA shall be binding upon and shall inure to the benefit of the successors and assigns of the Parties to this PSA. 29. Authority to Execute Agreement. 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 PSA, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fad, held by the signatory or is withdrawn. 30. Construction Contract and Curative Worts. (a) It is understood and agreed by and between the parties hereto in addition to the compensation shown in Paragraph 6 hereinabove, the City, its contractors or assigns, shall perform the following construction contract items at the time of the installation of the proposed project: NONE All work performed under this Agreement shall conform to all applicable building, fire and sanitary laws, ordinances and regulations relating to such work and shall be completed in a good and workmanlike manner. All structures, improvements or other facilities, when removed, and relocated or reconstructed by the City, shall be left in as good condition as found. 25E-42 (b) It is understood and agreed by and between the parties hereto that the compensation paid to Seller through this Agreement includes the value of the cost to remove, relocate, reconstruct and/or refurbish the following improvements located on the Property: Rework irrigation lines ii. Relocate post/rail fencing 31. Incorporation of Exhibits. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this PSA. IN WITNESS WHEREOF, the Parties hereto have executed this PSA on the date and year first written above. SELLER: The Roman Catholic Bishop of Orange, a Corporation Sole By: Date: J??4C, Z? , 2012 Its: ?ISGy ?l el'?[,1rdl Qyi Ill IZI,Lt By: Date: , 2012 Its: City/Buyer City of Santa Ana Paul Walters City Manager Date: .2012 Attest: Maria D. Huizar City Clerk Date: , 2012 Approved as to Form: Date: , 2012 Jose Sandoval Chief Assistant City Attorney 25E-43 EXMBIT A LEGAL DESCRIPTION (AP-N 398-384-01) PARCEL "A" Those portions of Lots Band 9 of Block A, Bartlett's Addition to the Town of Santa Ana, in the City of Santa Ana, 1Cotuity of Orange, State of California, per snap filed in Book 13, Page 45 of Miscellancous Records of Los Angeles County, California, lying westerly and northwesterly of the following described line: Commencing at the intersection of the centerline of Fourth Street with the survey line of Grand Avenue (formerly Bartlett Avenue),: as said survey line is shown on Record of Survey 2009-1093, filec1 in Book 236, Pages 17 through 20, inclusive, of Records of Survey, in the Office of the Orange County Recorder, said centerline of Fourth Street having a bearing of "N S9°42'20" V; thence along said centerline South 89°42'20" East, 94.98 feet; thence perpendicular to said centerline South 00°17'44" East, 40.00 feet to the not-tberly line of said Block "A" and the True Point of Beginning; thence South 43°58'36" 'Nest, 36.18 feet more or less to a point that is 66.16 feet southerly of the centerline of said Fourth Street and 70:29 fact easterly of said survey line; thence South 021112'50" West 46.69 feet to the beginning of a curve concave easterly, having a radius of 6,934.00 feet; thence southerly along said curve 51.76 feet through a central angle of 00°25'40" to the south line of said Lot 9. Excepting therefrom the westerly 10.00 feet of said Lot 9. Also excepting therefrom those portions of said Lot 9 described in Deed recorded December 15, 1965 in Boob 7774, Pages 374 & 375 of Official Records in the Ogee of the Counter Recorder of Orange County, California. Containing 1,911 square feet, more or less, All as shown on Exhi bit B, attached hereto and by this reference made a part hereof. Subject to all Covenants, Conditions, Reservations, Restrictions, Rights-of-Way and Easements of record, if any. Prepared by me or under my direction on November 28, 2011. egary baurxt, PI,S 83ii Page 1 of 1 S:tiS11ARrssl7wb](3E?2_SaamAraSurvcyingRirletppin 0(>7_Crund Avenue WideniMALeVI DcscdpM)dAPN 348-384-41 Revised 21?] 1-11-18.doc 25E-44 EXHIBIT A LEGAL DESCRIPTION (APN 398-384-17) PARCEL "A" Those portions of Lots 10 and 11 of Block A, Bartlett's Addition to the Town of Santa Ana, in the City of Santa Ana, County of Orange, State of California, .per map filed in Book 13, Page 45 of Mscellaneous Records of Los Angeles County, Catii'omia, lying southwesterly and westerly of the following described line. Commencing at the intersection of the centerline of Third Street with the survey line of Grand Avenue (formerly Bartlett Aveirue), as said survey line is shown on Record of Survey 2009.1093, tiled in Book 236, Pages 17 through 20, inclusive, of Records of Surrey, in the Office of the Orange County Recorder, said centerline of Third Street having a bearing of "N89°41'15" ICY"; thence along said centerline South 89041'25„ Bast, 81.30 feet; thence perpendicular to said centerline North 04"18'35" East, 25.01 feet to the 't'rue Point of Beginning being a point on die southerly line of said Block "A"; thence North 41°51 `22" West, 22.79 feet more or less to a point that is 42.15 feet northerly of the centerline of said Third Street and 66.13 feet easterly of said survey litre, said point also being on a noel-tangent curve concave easterly having a radius of 6,934.00 feet, a radial line to said point bears North 89006'05" West; thence northerly along said curve 107.42 feet through a central ankle of 00°53' 15" to a point in the northerly line of said Lett 10. Excepting therefrom those portions of said Lot 10 described in Grant Deed recorded May 16, 1997 as Instrument No. 19970228574, Official Records, in the Office of the County Recorder of Orange County, California. Containing 1,436 square feet, more or less. All as shown on Exhibit B, attached hereto and by this reference made a part hereof. Subject to all Covenants, Conditions, Reservations, Restrictions, Rights-of-Way and Easements of record, if any. Prepared by me or under my direction. on.November 28, 2011. Page 1 of 1 S;'SngRED+2(114142, Sat7tiAnuSurvcyiNt%Nl;ippirzg,004 OmdAvenueViideziingUgal Desc4tioriAPN199-384-17 Rwiwj 2011.11-16AVC 25E-45 - ( ( = PER R52CM-1093, R.5.B.236/17-20, O.R. 1 FOURTH STREET" SSW 2'2E 94.98' " P.Q.C. I NW'LY COR. T.P.O.B. JMR or ?, 13/45 L7NE'LY COR. LOT f M.R. 13/45 °3540' : < ttJ r 0: LOT 8 LOT 7 > < ` I a. !> LOT 9 11 ° ¢ o cc 00 Lf) U (n >- 10' I m } V L4 o 29 N887 q_w. ,o I Z J 3 L O IN N.T.S. CURVE TABLE CURVE LENGTH RADIUS DELTA G1 51.76' 6934.00' 0" 5'40" C2 37.97' 25.00' 87`01'00" N I N 0 m i w , t in Q i II co ' 1 LOT 12 o LOT 04 LOT 11 W LINE TABLE LINE LENGTH BEARING Ll 40.00' N00"1 7'40"E L2 36.18' N43'58'36"E L3 46.69' 02 2'500E L4 12,62' N89.41'52"W L5 73.41' N0012'S2"E L6 27.49' N03'16'40" L7 13.99' S8942'20"E { 20 SE'LY COR. LOT 11, M. R. 13/45 SW LY COR. LOT 10, -?q MA, 13/45 21 THIRD STREET '41'25-W) 17 f EXHIBIT B PARCEL "A" 1,911 SQ. FT. ? SAM A.P. NO. 398-384-01 SKETCH TO ACCOMPANY ?? LEGAL DESCRIPTION 25E-46 ( ) m PER 852009-1093, R.S.8.236/17-20, U.R. FOURTH STREET 4- (NBS a2 2o%w) 0 }A3 z } Q w w z 7 Q z A NWLY COR. LOT 9, M. R. 13/45 W F t i I Lu I ? ?fQ ? > L6T 19 VI - 10' i I ? L12 R SY ? c 00 W NE'LY COR. ?- LOT 8. M.R. 13/45 LOT 8 LOT 7 I r 'Q ' 00 w Q m L U?t17 ` N$??.Y? RAD I 0 H h a m I CL co ` co!3 ¢ C? Ito fL oy LOT 10 M M LOT 11 ILOT 12 IN N.T.S. CURVE TABLE URVE LENGTH RADIUS DELTA .-C10, I 107.42' 6934.00' €3'53'15" LINE TABLE LINE LENGTH BEARING L10 25.00' N00'18'35"E L11 22.79' N 1' 1'22"W L12 12.62'_ '4 ' 2"-W L13 107.58 S40'32'52"w L14 23.99' 544`34'15" Li 5 0,20- 89'4 ' " I 20' 889'06'05"W RAO SE'LY COR. I LOT 11. SW'LY CoR. M.R. R 13/45 T...... _ LOT .n 101 MA. 13 045 a ? ,.I T.P.O.B. THIRD STREET ssg•41'25"E 81.30' (N89-41'25"w) F I EXHIBIT B PARCEL "A" 1,436 SQ. FT. SWA '`" A.P. NO. 398-384-17 PWA SKETCH TO ACCOMPANY Ir.¦..? LEGAL DESCRIPTION 25E-47 EXHIBIT 'C- REGAL DESCRIPTION (APN 398-384-01 Temporary Construction Easement) PARCEL "B" A strip of land, 10.00 feet in width, over those portions of Lots 8 and 9 of Block A, Bartlett's Addition to the Town of Santa Ana, in the City of Santa Ana, County of OrangTe, State of California, per map filed in Book 13, Page 45 of Miscellaneous Records of Los Angeles County, California, the westerly lino of said 10.00 foot strip is described as follows: Commencing at the ilttt rsection of thv centerline of Fourth Street With the survey line of Grand Avenue (formerly Bartlett Avenue), as said survey line is shown on Record of Survey 2009.1093, filed in Book 236, Pages 17 through 20, inclusive, of Records of Survey, in the Office of the Change County Recorder, said centerline of 1~mt'h, Street having a bearing of "N89142'20" V% thenoe along said centerline South 8904220" East, 94.98 feet, thence perpendicular to said centerline; South 00°17'40" East, 40.00 feet to the northerly line of said Block ":A" and the True Point of Begividag; thence South 43'58'36" West, 36.18 feet more or less to a, point that is 66.16 feet southerly of the c:enterae of said Fourth Street and 70.29 feet easterly of said survey litre, thence South 42012'50" West 46.69 feet to the beginning of a curve concave easterly, having a radius of 6,934.00 feet; thence southerly along said curve 51.76 feet through a central angle of 00°25'40" to the south line of said Lot 9. The easterly and westerly lines of said strip of land to be lengthened or shortened so as to terminate northerly at the northerly line of said Lot 8 and southerly at the southerly line of said Lot 9. Containing 1,354 square feet, more or less. All as shown on Exhibit B, attached hereto and by this ref6rence made a part hereof Subject to all Covenants, Conditions, Reservations, Restrictions, Rights-of-Way and Easements of record, if any. Prepared by me or under my direction on November 28, 2011. eboum , PLS 8395 ,3A.p; Page 1 of 1 S:1SJiAREDk701f)141--SanlaAtaSurvey7na&Mappi4DO4 (fend Av4nua WiderheL4gat Dc.safptionLllyN 398-384.01 TC.rh C 25E-48 EXHIBIT 'C' LEGAL DESCRIM (APN 398-384-1.7 Temporary Construction Easement) PARCEL "B" A strip of land, 10.00 feet in width, over those portions of Lots 10 and 11 of Block, A, Bartlett's Addition( to the Town of Santa Ank in the City of Santa Ana, County of Orange, State of California, per map filed in Book 13, page 45 of Miscellaneous Records of Los Angeles County, California, the westerly line of said 10.40 foot strip is described as follows: Commencing at the intersection of the centerline: of Third Street with the survey line of Grand Avenue (formerly Bartlett Avenue), as said survey line is shown on Record of Survey 2009-1093, filed in Boot: 236, Pages 17 through 20, inclusive, of Records of Survey, in the Office of the Orange County Recorder, said centerline of Third Street haviuig a bearing of ",V 89°41'25" W % thence along said centerline South 89°41'25" Bast, 81.30 fleet; thctwe perpendicular to said interline North 00°18'35" East, 25.00 feet to the True Point of 13egt ring being a point on the southerly line of said Block 'W'; thence North 41151'22" Test, 22.79 feet more or less to a point that is 42.15 feet northerly of the centcxliue ofsaid 'Mird Street and 66.13 feet easterly of said survey line, said point also being on a non-tangent curve concave easterly having a radius of 6,934.00 feat, a radial ling to said point bears North 89°46'05" Nest; thence northerly along said curve 147.42 feet throLtgh a central angle of 04453'15" to a point in the northerly line of said Lot 14. The easterly and westerly lines of said strip of land to be lenlgtbened or shortened so as to terminate northerly at the northerly line of said Lot 10 and southerly at the southerly line of said Block A. Containing 1,303 square feet, more or less. All as shown on Exhibit B, attached hereto and by this reference made a part hereof. Subject to all Covenant% Conditions, Rtscrvations, Restrictions, Rights-of Way and Easententscfrecord, if any. Prepared by me or under my dii-ection on November 28, 2011. reg . Sebourn, PLS 8395 Page 1 of 1 S:tisFIA11;1??2D1014?_Sur??t?llnaSucvarin Ms?spiny?A #_Siixznd Aveme WidairteUgail ",oriptio APN 3%-384-17 TMarn 25E-49 EXHIBIT "D" 25E-50 ( ) - PER 8$200-1093. R.&0,236/17-20, 0,17. FOURTH STREET (:, 89'42'20"W) +, 89'42'20"E 94.91T Tll. - I I P.O.C. 4 NW LY COR. R T.P.0.B. LOT 9. d M.R. 13/45 L71 I ri t NE LY COR, LOT a. ?+-- 70.29' •r Q? M,R. 13/45 p. 35.00' c? 1Q4p Gr =i 1, n LOT 8 f LOT 7 I ? IL6T 19 I U I ? ? I 10. ? t tI L4 E --20' I co I ?- I ? ? o I f c oo' t M rq 1 LOT 110 CD I N.T.S. PARCEL "B" ' 1 fl 9 < eOF SCAI-W014 Cp 0 rn in 1000' m CURVE TABLE p CURVE LENGTH RADIUS DELTA F- C ' ' ° ' ' w = Cl 51.76 6934.00 4C 0 2 ' ' ' ' ' F- C2 37.97 25.00 67 01 00 f w m LINE TABLE r- i n. LINE LENGTH BEARING. co L1 40.00' N0017'40"E L2 38.18' N4358'36" L3 46.69' 1402"12'50"E L4 12.82' N89"41'5 2"W LOT 11 LOT ,? L5 73.41' NOO'32'52"E L6 27,49' .1 W40" L7 13.99' S89'42'20"E 2Ci' ! f SE`LY COR. I ? LOT 11, "B" .8.13/45 PARCEL SVLY COR. - -- - - - -- 1,354 SQ. FT. LOT 10, .x.3/4 THIRD STREET ---?-- '41-25-W) (Nas ?'2s"w) r Mal* W A ANAL A.P. NO. 398-384-01 f` ¦ TEMPORARY CONSTRUCTION EASE"ME"NT ?¦?,¦ SKETCH TO ACCOMPANY LEGAL DESCRIPTlt3N EXHIBIT 'D' 25E-51 PFA R$ ON -11793. R.S.EUW/17-20, O.R. 1 FOURTH STREET - . N60'42'200W) I NW LY COR. LOT 9, MA 13/45 ¢ f NE`LY MR. J z Gi LOT B, I I.R. 13/45 35.dD' ? 44, R f I I -?- 14l ?-•- ?? LOT $ LOT ? IL0T.9 F- I ? F- I Jd 7- '-- m ? '?"• L72 0 + rr887 w f?AD I Z Ld t N, T. S. CURVE TABLE IJRV LENGTH RAbfU7S DELTA C10 107.42' 8934.00 0'53'150 ?afl- p N p? N I C1w (n c 0 07 I CL co "i 0 co al ca i I ? c" I I LOT 12 f LOT 11 z . 3&O LOT 110 ' C"3` 10.00 d LINE TABLE LINE LENGTH BEARING L10 25,00' N 0'7 8'35"1 L11 22.79' N41'51'22"W . L12 12.62' N89.41'S2"W L13 07.55' 50432'52-W L1,4 23.99' S44'34'1 5"E L15 SB9'41'25"E i 2d I ° X6.13' ` 69-405-W RAO SE'LY COR. LOT r 11, R. 13/45 PARCEL "S" SAY COR. _L15 1,308 SQ. FT. LOT 1t1, of M R T.P.0.s. . 1394 .?t ,.- 589'4123"E 81.3tI THIRD STREET ..`J r EXHIBIT D' sAMTA ANA A.P. NO. 398--384--17 - rrPWYY M TEMPORARY CONSTRUCTION EASEMENT ¦¦? SKETCH TO ACOOMPANY LEGAL DESCRIPTIGN 25E-52- EXHIBIT "E" GENERAL ESCROW PROVISIONS All disbursements shall be made by Escrows check. All funds received in this escrow shall be deposited in one or more of your general escrow accounts with any bank doing business in the State of California and may be transferred to any other general escrow account or accounts. The expression "close of escrow" means the date on which instruments referred to herein are filed for record. All adjustments are to be made on the basis of a 30-day month. Recordation of any instruments delivered through this escrow, if necessary or proper in the issuance of a policy of title insurance called for, is hereby authorized. There shall be no prorations of any existing insurance policies in this escrow. You are to furnish a copy of these instructions, amendments thereto, closing statements and/or any other documents deposited in this escrow to the lender or lenders, the real estate broker or brokers and/or the attorney or attorneys involved in this transaction upon request of such lenders, brokers or attorneys. Should you before or after close of escrow receive or become aware of any conflicting demands or claims with respect to this escrow or the rights of any of the parties hereto, or any money or property deposited herein affected hereby, you shall have the right to discontinue any or all further acts on your part until such conflict is resolved to your satisfaction, and you shall have the further right to commence or defend any action or proceedings for the determination of such conflict. The parties hereto jointly and severally agree to pay all costs, damages, judgments and expenses, including reasonable attorney's fees, suffered or incurred by you in connection with, or arising out of this escrow, including, but without limiting the generality of the foregoing, a suit in interpleader brought by you. In the event you file a suit in interpleader, you shall ipso facto be fully released and discharged from all obligations imposed upon you in this escrow. If for any reason funds are retained or remain in escrow, you are to deduct therefrom a reasonable monthly charge as custodian thereof of not less than $10.00 per month. Time is declared to be the essence of these instructions. If you are unable to comply within the time specified herein and such additional time as is required to make an examination of the official records, you will return all documents, money or property to the party entitled thereto upon satisfactory written demand and authorization. Any amendment of and/or supplement to any instructions must be in writing. The seller agrees to sell and the buyer agrees to buy the property herein described upon the terms hereof. These escrow instructions, and amendments hereto, may be executed in one or more counterparts, each of which independently shall have the same effect as if it were the original, and all of which taken together shall constitute one and the same instruction. 25E-53 25E-54 SELL ALL (NO SALVAGE) Project: Grand Avenue Widening Project APN: 398-454-12 & 13 Tenant-Seller: Gualterio Lazaro Santos dba Santos Flowers #2 AGREEMENT FOR ACQUISITION OF TENANT-SELLER'S INTEREST IN REAL PROPERTY THIS AGREEMENT ("Agreement") is entered into as of this day of JV n , 2012, by and between THE CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California ("Buyer"), and Gualterio Lazaro Santos dba Santos Flowers #2 ("Tenant-Seller") for the acquisition by Buyer of certain interests in real property described herein. IT IS HEREBY AGREED BETWEEN THE PARTIES AS FOLLOWS: 1. AGREEMENT. Tenant-Seller agrees to sell and convey to Buyer, and Buyer agrees to purchase and acquire from Tenant-Seller, upon the terms and for the consideration set forth in this Agreement, (a) all right, title and interest, in and to certain improvements, including fixtures and equipment (collectively "Improvements") located in, on, or affixed in any manner to the premises known and numbered as 1221 E. First Street #H Santa Ana, California ("Premises") which Premises are part of that real property described in Exhibit A attached hereto, located in the City of Santa Ana, Orange County, California ("Property"), and (b) any tenancy interest of Tenant-Seller ("Tenancy Interest") in and to the Premises and the Property. The Improvements to be conveyed by Tenant-Seller are a part of the Premises, and specifically include, without limitation, the items described in the list of Improvements Pertaining to the Realty attached hereto as Exhibit B. 2. PURCHASE PRICE. The total purchase price, payable in cash through this Agreement, shall be the sum of. Twenty Five Thousand and Thirty Eight and no/100 dollars ($25,038.00) ("Purchase Price") 3. CONVEYANCE OF INTEREST IN REAL PROPERTY. Tenant-Seller agrees to execute a Quitclaim Deed in the same form as that attached hereto as Exhibit C in favor of Buyer ("Quitclaim Deed"), relinquishing, releasing, and forever quitclaiming to Buyer all right title and interest in and to the Tenancy Interest. 4. Tenant-Seller vacated the property on May 31, 2012. 5. CONVEYANCE OF INTEREST IN IMPROVEMENTS. The Quitclaim Deed will also convey from Tenant-Seller to Buyer all of Tenant-Seller's interest in and to the Improvements, which conveyance shall be free and clear of all recorded and unrecorded encumbrances, liens, assessments, leases, and taxes. Unless otherwise provided, recording of the Quitclaim Deed and Closing (as defined below) of the transaction described herein shall be subject to Tenant-Seller's vacation of the Premises and proof of clear title to all said 25E-55 Improvements having been obtained and received by Buyer in accordance with Paragraphs 8 and 9 of this Agreement. 6. RECORDING. Recordation of any documents delivered through this Agreement is authorized if necessary or proper, upon acceptance by Buyer as described herein. 7. CERTIFICATION OF OWNERSHIP. Tenant-Seller hereby warrants and certifies under penalty of perjury that Tenant-Seller is the owner of the Improvements and that no document has been signed by or on behalf of Tenant-Seller for the purpose of creating any lien, encumbrance, or security interest in any of the Improvements, and that the Tenant-Seller does not know of any claim of lien, encumbrance, or other security interest therein, EXCEPT: a) Trust Deeds on the Property, duly recorded; and (b) real and personal property taxes. 8. PERMISSION TO ENTER PREMISES. Tenant-Seller hereby grants Buyer or its authorized agent's permission to enter upon the Premises at all reasonable times prior to Closing of this transaction for the purpose of making necessary inspections. 9. BULK SALE. In order to establish proof of clear title to the Improvements, Buyer may publish a Notice to Creditors pursuant to the Bulk Sales Law of the State of California and obtain a title report and/or a report from the Secretary of State's Office as to filings of security interests covering the Improvements. 10. CONFLICTING INTERESTS. In the event any conflicting claim of title or any security interest or lien of any kind is discovered or asserted as to any of the Improvements, Buyer shall, upon receiving notice or knowledge thereof, withhold an amount otherwise payable to Tenant-Seller as is reasonably necessary, in the sole opinion of Buyer, to protect Buyer against such claim of interest or lien. The withholding of such funds shall not prevent Closing of this transaction if the total funds to be withheld from Tenant-Seller do not exceed the net amount to be paid to Tenant-Seller through this transaction. Buyer will not pay out the withheld funds or disburse any withheld funds to any claimant or other party (except upon court order or levy) without the written consent of Tenant-Seller. A general creditor's claim shall not be deemed to be a claim against any specific item of Improvements and Tenant-Seller hereby agrees to accept all responsibility therefore. Unless otherwise provided, it shall be presumed that Tenant-Seller is entitled to payment under this transaction for the Improvements. It shall be presumed that the Property owner is the owner of all improvements, fixtures and equipment associated with the Premises other than the Improvements. 11. DISMISSAL OF EMINENT DOMAIN ACTION. If Buyer has previously filed an action to condemn the Tenancy Interest and/or Tenant-Seller's interest in the Improvements, Tenant-Seller hereby consents to the dismissal of such action and waives any claims for compensation, costs, attorney's fees and deposits in said action, or any claim whatsoever which might arise out of the filing of such action, whether or not such claim is specifically identified herein. Tenant-Seller hereby authorizes Buyer to withdraw and make payable to Buyer any funds deposited with the Court in any such eminent domain action. 2 25E-56 12. CLOSING, PURCHASE PRICE ADJUSTMENTS. Recording of the Quitclaim Deed by Buyer will constitute "Closing" of this transaction. At Closing, Buyer will pay the Purchase Price to Tenant-Seller, subject to the following adjustments: A. Pay and charge Tenant-Seller for any and all current and/or delinquent taxes and any penalties and interest thereon, and for any delinquent or non-delinquent assessments or bonds against the Improvements and the Tenancy Interest. B. Pay and charge Tenant-Seller for any amount necessary to place title in the condition necessary to satisfy Paragraphs 4 and 9 of this Agreement; C. Disburse funds when conditions of this Agreement have been satisfied by Buyer and Tenant-Seller. 13. FULL AND COMPLETE SETTLEMENT. Tenant-Seller hereby acknowledges that the compensation paid to Tenant-Seller through this Agreement constitutes the full and complete settlement of any and all claims against Buyer, resulting from or arising out of Buyer's acquisition of the Property and the Tenancy Interest and any dislocation of Tenant-Seller from the Premises, specifically including, but not limited to the value of the Improvements, leasehold improvements, any and all claims for rental or leasehold value and loss of business goodwill, if any, and any and all claims in inverse condemnation and for precondemnation damages, and any and all other claims that Tenant-Seller may have, whether or not specifically mentioned here, relating directly or indirectly to the acquisition by Buyer of the Property, the Improvements and the Tenancy Interest (but excluding relocation benefits to which Tenant-Seller may be entitled). Tenant-Seller and Buyer and each and all of their agents, representatives, attorneys, principals, predecessors, successors, assigns, administrators, executors, heirs, and beneficiaries (collectively "Releasees"), hereby release the other party, and its Releasees, and each of them from any and all obligations, liabilities, claims, costs, expenses, demands, debts, controversies, damages, causes of action, including without limitation those relating to just compensation or damages which any of them now have, or might hereafter have by reason of any matter or thing arising out of or in any way related to any condemnation action affecting the Property, the Improvements and the Tenancy Interest. 14. ACKNOWLEDGMENT CONCERNING CIVIL CODE SECTION 1542. Tenant-Seller acknowledges that it has been advised by its attorneys concerning, and is familiar with, the provisions of California Civil Code § 1542, which provides as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor." Tenant-Seller acknowledges that it and any others acting on its behalf herein may have sustained damage, loss, cost, or expenses that are presently unknown and unsuspected and which may give rise to additional damages, loss, costs, or expenses in the future. Nevertheless, Tenant-Seller acknowledges that this Agreement has been negotiated and agreed upon in light of that situation and hereby expressly waives any and all rights which it or others acting on its behalf may have under California Civil Code § 1542, or under any statute or common law or equitable principle of similar effect. 3 25E-57 Tenant-Seller: • s 15. CONTINGENCY. Transaction is subject to and contingent upon receipt by Buyer of the duly executed Quitclaim Deed from Tenant-Seller with respect to the Tenancy Interest and the Improvements. This transaction is further subject to and contingent upon approval and acceptance by Buyer. 16. AGREEMENT TO EXECUTE. Tenant-Seller and Buyer agree to execute and file any additional agreements, consents or other documents reasonably necessary to effect the full and complete settlement and purchase of the Improvements and the Tenancy Interest. 17. AUTHORIZATION TO EXECUTE. Tenant-Seller and Buyer represent and warrant that the persons executing this Agreement are duly authorized to do so and to act on behalf of Tenant-Seller and Buyer respectively. 18. COMPROMISE IN SETTLEMENT. This Agreement is a compromise in settlement of pending or potential litigation between Tenant-Seller and Buyer and shall never be treated as an admission by Buyer for any purpose of liability or as to value of any property or claim. 19. SURVIVAL OF RIGHTS AND OBLIGATIONS. Notwithstanding the releases contained herein and agreement concerning this transaction, all the rights and obligations created under and pursuant to this Agreement shall survive the execution of the Agreement, the releases contained herein and the Closing of this transaction. 20. WARRANTIES. REPRESENTATIONS AND COVENANTS OF TENANT- SELLER. Tenant-Seller hereby warrants, represents, and/or covenants to Buyer that: A. To the best of Tenant-Seller's knowledge, there are no actions, suits, material claims, legal proceedings, or any other proceedings affecting the Improvements, the Tenancy Interest or any portion thereof, at law or in equity, before any court or governmental agency. B. Until the Closing, Tenant-Seller shall maintain the Improvements and the Premises in good condition and state of repair and maintenance, and shall perform all of its obligations under any service contracts or other contracts affecting the Improvements and the Premises. C. Until the Closing, Tenant-Seller shall not do anything which would impair Tenant-Seller's title to the Premises, the Improvements or the Tenancy Interest. D. All utilities including gas, electricity, water, sewage, and telephone, are available to the Premises, and to the best of Tenant-Seller's knowledge, all such items are in good working order. E. To the best of Tenant-Seller's knowledge, neither the execution of this Agreement nor the performance of the obligations herein will conflict with, or violate any of the provisions of any bond, note, evidence of indebtedness, contract, lease, or other agreement or 4 25E-58 instrument to which Tenant-Seller, the Premises, the Improvements or the Tenancy Interest may be subject. F. Until the Closing, Tenant-Seller shall, upon learning of any fact or condition which would cause any of the warranties and representations in this Paragraph 19 not to be true as of Closing, immediately give written notice of such fact or condition to Buyer. 21. HAZARDOUS WASTE. Neither Tenant-Seller nor, to the best of Tenant-Seller's knowledge, any previous owner, tenant, occupant or user of the Property or the Premises, has used, generated, released, discharged, stored, or disposed of any hazardous waste, toxic substances, or related materials ("Hazardous Materials") on, under, in, or about the Property or the Premises, or transported any Hazardous Materials to or from the Property or the Premises. Tenant-Seller shall not cause or permit the presence, use, generation, release, discharge, storage, or disposal of any Hazardous Materials on, under, in, or about, or the transportation of any Hazardous Materials to or from the Premises. The term "Hazardous Materials" shall mean any substance, material, or waste which is or becomes regulated by any local governmental authority, the State of California, or the United States Government, including, but not limited to, any material or substance which is (i) defined as a "hazardous waste", "extremely hazardous waste", or "restricted hazardous waste" under §25115, §25117 or §25122.7, or listed pursuant to §25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as "hazardous substance" under §25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter-Presley-Tanner Hazardous Substance Account Act), iii defined as a "hazardous material", "hazardous substance", or "hazardous waste" under §25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) defined as a "hazardous substance" under §25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) asbestos, (vii) polychlorinated byphenyls, (viii) listed under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, (ix) designated as a "hazardous substances" pursuant to Section 311 of the Clean Water Act, (33 U.S.C. S1317), (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. 56901 et seq. (42 U.S.C. 56903) or (xi) defined as a "hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42. U.S.C. 56901, et seq. (42 U.S.C. 56901). 22. COMPLIANCE WITH ENVIRONMENTAL LAWS. To the best of Tenant- Seller's knowledge, the Premises and its use complies with all applicable laws and governmental regulations including, without limitation, all applicable federal, state and local laws pertaining to air and water quality, hazardous waste, waste disposal and other environmental matters, including, but not limited to, the Clean Water, Clean Air, Federal Water Pollution Control, Solid Waste Disposal, Resource Conservation Recovery and Comprehensive Environmental Response Compensation and Liability Acts, and the California Environment Quality Act, and the rules, regulations and ordinances of the city within which the subject Property is located, the California Department of Health Services, the Regional Water Quality Control Board, the State Water Resources Control Board, the Environmental Protection Agency and all applicable federal, state and local agencies and bureaus. 25E-59 23. INDEMNITY. Tenant-Seller agrees to indemnify, defend and hold Buyer harmless from and against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense (including, without limitation, attorneys' fees), resulting from, arising out of, or based upon (i) the presence, release, use, generation, discharge, storage, or disposal of any Hazardous Material on, under, in, or about, or the transportation of any such materials to or from, the Premises, or (ii) the violation, or alleged violation, of any statute, ordinance, order, rule, regulation, permit, judgment, or license relating to the use, generation, release, discharge, storage, disposal, or transportation of Hazardous Materials on, under, in, or about, to or from, the Premises. This indemnity shall include, without limitation, any damage, liability, fine, penalty, punitive damage, cost, or expense arising from or out of any claim, action, suit or proceeding for personal injury (including sickness, disease or death, tangible or intangible property damage, compensation for lost wages, business income, profits or other economic loss, damage to the natural resource or the environment, nuisance, pollution, contamination, leak, spill, release, or other adverse effect on the environment. This indemnity extends only to acts or omissions of Tenant-Seller herein. 24. ATTORNEYS' FEES. If legal action is required in order to construe or enforce any provision of this Agreement, the party prevailing in such action shall be entitled, in addition to such other relief as may be granted, to a reasonable sum as its attorneys' fees and costs. 25. COUNTERPARTS. This Agreement may be executed in counterparts and when so executed by both parties, each counterpart will constitute an original document. 26. BINDING EFFECT. The terms, conditions, covenants and agreements set forth herein shall apply to and bind the heirs, executors, administrators, assigns and successors of the parties hereto. 27. ENTIRE AGREEMENT. This Agreement contains the entire agreement between both parties; neither party relies upon any warranty or representation not contained in this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year set forth hereinabove. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. SIGNATURE PAGE FOLLOWS. 6 25E-60 Mailing Address of Tenant-Seller 2038 S. Main Street Santa Ana, California 92707 Mailing Address of Buyer 20 Civic Center Plaza, M-30 Santa Ana, California 92701 Tenant-Seller By: Its: Date: Buyer THE CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California By: Paul Walters City Manager Date: Attest: By: Maria D. Huizar City Clerk Date: Approved as to Form: Sonia R. Carvalho City Attorney By: Jose Sandoval Chief Assistant City Attorney Date: 25E-61 EXHIBIT "A" LEGAL DESCRIPTION s Real property In the City of Santa Ana, County of Orange, State of California, described as follows: PARCEL A: LOTS 1, 3, 4,10,11 AND 12 IN BLOCK "E" OF SANTA ANA INVESTMENT COMPANY TRACT NO. 1, HUMPHREY'S ADDITION TO SANTA ANA, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP THEREOF RECORDED IN BOOK 11, AT PAGE 39, OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA. EXCEPTING THEREFROM THE SOUTHERLY ONE FOOT OF LOTS 10,11 AND 12, IN BLOCK E OF SANTA ANA INVESTMENT COMPANY, TRACT NO. 1, HUMPHREY'S ADDITION TO SANTA ANA, AS SHOWN ON A MAP THEREOF RECORDED IN BOOK 11, PAGE 39, MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA, AS GRANTED TO THE CITY OF SANTA ANA BY DEED RECORDED APRIL 3, 1964, IN BOOK 6990, PAGE 100 AS INSTRUMENT NO. 3013, OF OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM A SPANDREL SHAPED PARCEL OF LAND BOUNDED SOUTHERLY BY THE NORTH LINE OF PARCEL 1, BOUNDED EASTERLY BY THE EAST LINE OF SAID LOT 12, BOUNDED NORTHWESTERLY BY THE ARC OF A CURVE CONCAVE NORTHWESTERLY, HAVING A RADIUS OF 25 FEET AND TANGENT TO SAID SOUTHERLY AND EASTERLY BOUNDARIES, AS GRANTED TO THE CITY OF SANTA ANA BY DEED RECORDED APRIL 3,1964, IN BOOK 6990, PAGE 100 AS INSTRUMENT NO. 3013, OF OFFICIAL RECORDS. PARCEL B: LOT 2 IN BLOCK B OF SANTA ANA INVESTMENT COMPANY, TRACT NO. 1, HUMPHREY'S ADDITION TO SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 11, PAGE 39 MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA. APN: 398454-12 and 398-45413 25E-62 EXHIBIT B IMPROVEMENTS PERTAINING TO THE REALTY B-1 25E-63 PUBLIC WORKS SANTOS FLOWERS #2 CITY OF SANTA ANA FAIR MARKET VALUE GRAN D AVENUE STREET WIDENING PROJECT DATE OF VALUE: APRIL 17, 2012 ITEM DESCRIPTION: QTY FAIR SALVAGE COND PIC # MARKET NO. IMPROVEMENTS PERTAINING TO THE REALITY VALUE VALUE 1 1 COOLER, 3-8' SLIDING DOUBLE PANE DOORS, 2 A/F 5077- $9,853 $500 DOUBLE FANS, HEATCRAFT, CLIMATE CONTROL, 5079 40 DEGREES, DOUBLE SIDED ALUMINUM CLAD INSULATION PANELS, 2- 4' FLOURESCENT BULB LIGHT FIXTURES 2 1 LOT, C/O: WALL CONSTRUCTION, WOOD STUD, A/F 5080- 905 0 DRY WALL FINISH, 9'H, 19 LINEAR FT. 5081 (1) DOUBLE PANE SLIDING WINDOW, 4' X 2' WITH WOOD WINDOW MOLDING, BOTH INTERIOR & EXTERIOR 3 1 SURVEILLANCE SYSTEM: A 5082 1,920 50 (8) CAMERAS INCLUDING INSTALLATION, STANDARD RESOLUTION, DOME COVER 4 1 LOT, SIGNAGE, C/O: A/F 5085- 4,505 0 (99) VINYL DECAL LETTERS 6"- 8" 5091 (19) ILLUMINATED LETTERS, PLASTIC, STEEL HOUSING, RED, 20" H (2) 36" X 16", VINYL DECAL LETTERING OVER PLASTIC SHEET, WITH 30 LETTERS (2) 36" X 18", VINYL DECAL LETTERING OVER PLASTIC SHEET, WITH 130 LETTERS (10) NEON TUBE WINDOW BORDERS, 32" X 82" (2) WINDOW PAINTINGS, BALLOONS & RIBBON, 13'X 6', WITH DOOR LETTERING, "FELIX 10 DE MAYO", "BOUQUET" (2) 34" X 34" PAINTED SIGNAGE 5 1 SIGN, NEON TUBE, "FLORISTS", WITH PICTURE A 580 50 OF ROSE, CONTAINED IN WEATHER PROOF CASING, 6'X 35 6 1 UTILITY SINK, PLASTIC, 22" X 18", GOOSENECK A 5092 100 0 FAUCET, MOUNTED ON WOOD, 2'X 6FRAME 7 1 LOT, C/O: WINDOW COVERINGS A/F 5096 490 0 (3) MINI BLINDS, METAL, 9'H X 2-19", 1-36" (1) 20 LINEAR FT. VERTICAL BLINDS, PLASTIC TOTAL IMPROVEMENTS PERTAINING TO THE REALTY $18,353 $600 HJELMSTROM ASSOCIATES Page A5 25E-64 EXHIBIT C QUITCLAIM DEED (See Attached) Exhibit C 25E-65 RECORDING REQUESTED BY: THE CITY OF SANTA ANA AND WHEN RECORDED MAIL TO: Clerk of the Council City of Santa Ana 20 Civic Center Plaza, M-30 Santa Ana, California 92701 Exempt from Recording Fee Exempt from Documentary Transfer Tax Pursuant to Government Code Section 6103 Pursuant to R&T Code § 11922 pace above this line for 1221 E. 1st County Assessor's Parcel Number: 398-454-12 & 13 QUITCLAIM DEED FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Santos Flowers #2 ' do(es) hereby REMISE, RELEASE AND FOREVER QUITCLAIM to the THE CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California, the real property in the City of Santa Ana, County of Orange, State of California, described as all right title and interest in and to the following described real property in exhibit "A" including any and all leasehold interest, title and interest in and to the improvements pertaining to the realty which are attached or affixed in any manner to the following described real property specifically including, but not limited to the items in Exhibit "B", list of Improvements Pertaining to the Realty, (fixtures and equipment), attached hereto and by this reference made a part hereof, which are either generally or for purpose of this deed a part of that parcel of real property in the City of Santa Ana, County of Orange, State of California, described as follows: Grantor for himself, his heirs, representatives and assigns covenants and warrants that: 1) Grantor is the sole owner of the itemized Improvements Pertaining to the Realty conveyed by this Quitclaim Deed free from all liens and encumbrances, and 2) Grantor will defend the title and quiet enjoyment of the real property described above, including all Improvements Pertaining to the Realty, against all demands and claims of all persons. SEE EXHIBIT "A" & "B" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF IN WITNESS JHJREOF, the grantor hereto has caused this Quitclaim Deed to be executed as of this A day of .2012. By: /1?.?/Lls y Date: 25E-66 EXHIBIT A (to Quitclaim Deed) LEGAL DESCRIPTION 25E-67 EXHIBIT "A" LEGAL DESCRIPTION Real property in the City of Santa Ana, County of Orange, State of California, described as follows: PARCEL A: LOTS 1, 3, 4,10,11 AND 12 IN BLOCK "E" OF SANTA ANA INVESTMENT COMPANY TRACT NO. 1, HUMPHREY'S ADDITION TO SANTA ANA, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP THEREOF RECORDED IN BOOK 11, AT PAGE 39, OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA. EXCEPTING THEREFROM THE SOUTHERLY ONE FOOT OF LOTS 10, 11 AND 12, IN BLOCK E OF SANTA ANA INVESTMENT COMPANY, TRACT NO. 1, HUMPHREY'S ADDITION TO SANTA ANA, AS SHOWN ON A MAP THEREOF RECORDED IN BOOK 11, PAGE 39, MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA, AS GRANTED TO THE CITY OF SANTA ANA BY DEED RECORDED APRIL 3, 1964, IN BOOK 6990, PAGE 100 AS INSTRUMENT NO. 3013, OF OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM A SPANDREL SHAPED PARCEL OF LAND BOUNDED SOUTHERLY BY THE NORTH LINE OF PARCEL 1, BOUNDED EASTERLY BY THE EAST LINE OF SAID LOT 12, BOUNDED NORTHWESTERLY BY THE ARC OF A CURVE CONCAVE NORTHWESTERLY, HAVING A RADIUS OF 25 FEET AND TANGENT TO SAID SOUTHERLY AND EASTERLY BOUNDARIES, AS GRANTED TO THE CITY OF SANTA ANA BY DEED RECORDED APRIL 3, 1964, IN BOOK 6990, PAGE 100 AS INSTRUMENT NO. 3013, OF OFFICIAL RECORDS. PARCEL B: LOT 2 IN BLOCK B OF SANTA ANA INVESTMENT COMPANY, TRACT NO. 1, HUMPHREY'S ADDITION TO SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 11, PAGE 39 MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA. APN: 398-454-12 and 398-454-13 25E-68 EXHIBIT B (to Quitclaim Ueed) DESCRIPTION OF CONVEYED IMPROVEMENTS 25E-69 EXHIBIT B PUBLIC WORKS SANTOS FLOWERS #2 CITY OF SANTA ANA FAIR MARKET VALUE GRAND AVENUE STREET WIDENING PROJECT DATE OF VALUE: APRIL 17, 2012 ITEM CITY DESCRIPTION: FAIR SALVAGE NO. IMPROVEMENTS PERTAINING TO THE REALITY COND PIC # MARKET VALUE VALUE 1 1 COOLER, 3-8' SLIDING- DOUBLE PANE DOORS, 2 A/F 5077- $9,853 $500 DOUBLE FANS, HEATCRAFT, CLIMATE CONTROL, 5079 40 DEGREES, DOUBLE SIDED ALUMINUM CLAD INSULATION PANELS, 2- 4' FLOURESCENT BULB LIGHT FIXTURES 2 1 LOT, C/O: WALL CONSTRUCTION, WOOD STUD, A/F 5080- 905 0 DRY WALL FINISH, 9'H, 19 LINEAR FT. 5081 (1) DOUBLE PANE SLIDING WINDOW, 4'X 2' WITH. WOOD WINDOW MOLDING, BOTH INTERIOR & EXTERIOR 3 1 SURVEILLANCE SYSTEM: A 5082 1,920 50 (8) CAMERAS INCLUDING INSTALLATION, STANDARD RESOLUTION, DOME COVER 4 1 LOT, SIGNAGE, C/O: A/F 5085- 4,505 0 (99) VINYL DECAL LETTERS 6"- 8" 5091 (19) ILLUMINATED LETTERS, PLASTIC, STEEL HOUSING, RED, 29'H (2) 36" X 16", VINYL DECAL LETTERING OVER PLASTIC SHEET, WITH 30 LETTERS (2) 36" X 18", VINYL DECAL LETTERING OVER PLASTIC SHEET, WITH 130 LETTERS (10) NEON TUBE WINDOW BORDERS, 32"X 82" (2) WINDOW PAINTINGS, BALLOONS & RIBBON, 13'X 6', WITH DOOR LETTERING, "FELIX 10 DE MAYO", "BOUQUET" (2) 34" X 34" PAINTED SIGNAGE 5 1 SIGN, NEON TUBE, "FLORISTS", WITH PICTURE A 580 50 OF ROSE, CONTAINED IN WEATHER PROOF CASING, 6'X 3.5' 6 1 UTILITY SINK, PLASTIC, 22"X 18", GOOSENECK A 5092 100 0 FAUCET, MOUNTED ON WOOD, 2' X 6' FRAME 7 1 LOT, C/O: WINDOW COVERINGS A/F 5096 490 0 (3) MINI BLINDS, METAL, 9' H X 2-19",1-36" (1) 20 LINEAR FT. VERTICAL BLINDS, PLASTIC TOTAL IMPROVEMENTS PERTAINING TO THE REALTY $18,353 $600 HJELMSTROM ASSOCIATES Page A5 25E-70 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JULY 16, 2012 TITLE AGREEMENT AWARD FOR PARKING CONTROL ENFORCEMENT SERVICES CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ? As Recommended ? As Amended ? Ordinance on 15` Reading ? Ordinance on 2"d Reading ? Implementing Resolution ? Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and the Clerk of the Council to execute the agreement with Central Parking System, Inc. to provide parking enforcement services for a two-year term, for an amount not to exceed $410,548.82 annually, with an option to extend the agreement for three additional two-year terms, subject to non-substantive changes approved by the City Manager and City Attorney. DISCUSSION The Santa Ana Police Department's Traffic Division is responsible for the enforcement of parking regulations throughout the City. Due to chronic staffing shortages, staff investigated other Orange County cities that outsourced parking enforcement services at a substantial savings to their respective cities. Staff explored alternative service models related to street sweeping enforcement in an effort to identify any potential cost savings to the City. Currently, the personnel and vehicle costs for these services is approximately $725,000 per year, which does not include the cost of supervision or miscellaneous costs such as training, uniforms, or lost revenue when employees are unavailable to staff all parking enforcement positions. Staff advertised and released a Request for Proposal (RFP) on Tuesday, April 10, 2012 and requested quotes for parking enforcement services to cover the City's current seven street sweeping routes plus a full-time supervisor. In the event this contract displaced any City of Santa Ana workers, we also required proposers to hire any of those workers at their base salary for one-year as long as they met the companies hiring requirements. Staff also asked for an hourly rate that would allow the City to utilize the private company to conduct supplemental enforcement operations (i.e. permit parking enforcement) or to assist in fulfilling the duties currently performed by the City's parking enforcement staff (i.e. traffic control, parades, etc.). In 25F-1 Parking Enforcement Services July 16, 2012 2 of 3 addition, the following items were included to maximize the utility of services in the most efficient and effective manner: constant staffing levels at all time subject to liquidated damages for failure to comply; newer vehicles that will portray a positive image of the City; Global Positioning System (GPS) tracking software (optional); citation tracking and accountability standards; citation processing; on-call and after hours services as needed; customer service standards; employment opportunities for Santa Ana residents; and participation in community events. Finally, the RFP also required the successful proposer to provide California "guard cards" to each employee to ensure they have a basic understanding of California laws. Staff held a mandatory pre-proposal meeting on April 24, 2012 and nine interested companies attended. Submittals were due on May 15, 2012. The City received proposals from six companies, three of which were primarily parking companies and three from security companies. The proposals were evaluated by a team comprised of two representatives from the Police Department and one representative from the Public Works Agency utilizing the following criteria: financial capacity, ability to perform required services, implementation plan (phasing approach, equipment, employee training program and ability to meet performance objectives on schedule), company experience and reputation, and fee schedule competiveness. In addition, Staff performed reference checks on all of the proposers. The top three companies were invited to the interview phase of the evaluation process, which included the same raters mentioned above and a representative from the Community Development Agency. The evaluation committee determined that Central Parking Systems, Inc. was the top proposer and received the highest overall ranking as a result of their proposal and interview. Central Parking presented a quality implementation plan at a competitive fee while providing a strong emphasis on customer service and community involvement. Central Parking has been in business for over 43 years and currently provides on-street parking enforcement to several communities across the United States. In addition, Central Parking was the only company providing on-street parking enforcement services in Orange County, which will allow them to leverage resources to maximize services to the City of Santa Ana. As an added benefit, Central Parking will provide GPS devices on all vehicles, allowing the City to monitor route coverage. There are no anticipated layoffs of City staff as a result of contracting parking enforcement services. The City will still utilize key staff members including a parking control supervisor and project manager to coordinate with Central Parking's staff. Implementation of the contract will produce a first year savings of approximately $314,452 and comparable annual savings during the contract term. In addition, judicious use of Central Parking for additional services, such as traffic control and nighttime permit parking enforcement could reduce the City's current overtime costs while providing an increased revenue stream. Lastly, if approved, the proposed realignment of street sweeping routes may result in fewer billing hours, which will further reduce our expenditures. Central Parking has demonstrated the organizational credentials, resources and staff experience necessary to meet the City's high customer service expectations. The most cost-effective 25F-2 Parking Enforcement Services July 16, 2012 3 of 3 method for contracting parking enforcement services is through a multi-year agreement to amortize the significant start-up investment of equipment and personnel required to provide this service. The initial contract would be for two-years with an option for three additional two-year renewals based on contractor performance and cost effectiveness. Based on the information provided herein, it has been determined that Central Parking will provide the best quality service at minimal cost to the City. Therefore, it is recommended that the City Council approve the recommended action. FISCAL IMPACT Funds are available in the Police Department's Traffic Division account (account #01114405- 62300). &M? Carlos Rojas Deputy Chief Police Department APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance & Management Services Agency Exhibit 1: Agreement 1 (Parking Enforcement Services) Exhibit 2: Parking Control Enforcement Services Request for Proposals - Scope of Services Exhibit 3: Central Parking Systems, Inc. Proposal 25F-3 25F-4 Exhibit 1 25F-5 AGREEMENT FOR PROVISION OF PARKING CONTROL ENFORCEMENT SERVICES THIS AGREEMENT, made and entered into this day of , 2012 by Central Parking System, Inc., a Tennessee corporation (hereinafter "Contractor"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS A. The City desires to retain a Contractor having special skill and knowledge in the provision of parking control services comparable with "high-level" industry practice. B. On April 10, 2012, City issued a Request for Proposals ("RFP") seeking proposals for provision of parking control enforcement services. C. Contractor submitted a Proposal which has been determined to the best quality services at minimum cost to the City. D. Contractor is ready and willing to perform the parking control enforcement services and acknowledges that City has relied on Contractor's representations. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional parking control enforcement contractor. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Contractor shall provide parking control services for the City of Santa Ana as set forth in City's Request for Proposals (RFP), dated April 10, 2012, on file with the Santa Ana Police Department - Traffic Division. Said services to be performed by Contractor's workforce shall conform within the specifications set forth in Exhibit A, Specifications, Exhibit B, Central Parking Transition Plan for the City of Santa Ana, attached hereto, and City's RFP. All referenced exhibits are incorporated by this reference. 2. COMPENSATION a. City agrees to pay, and Contractor agrees to accept as total payment for its services, the rates and charges as set forth in Exhibit C, Revised Proposers' Statement and Proposal Item Pricing, dated June 28, 2012. The total sum to be expended under this Agreement shall not exceed $410,548.82, annually. b. Invoices. Contractor shall submit a monthly invoice by the 15th of the month to the City for the services rendered in the prior month. All invoices for work performed under this contract shall be submitted electronically in a Microsoft Excel 2003 format or newer, or other format approved by the City Projects Manager or designee. Each monthly invoice shall include the following information at a minimum: 25F-6 Contractor's invoice number ii. Beginning and ending dates of services iii. City work order number (if applicable) iv. Work site address/location (if applicable) V. Unit cost, subtotals and total for invoice vii. GPS Route Maps (as requested) c. Payment by City shall be made within sixty (60) days following receipt of proper invoice, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance of a professional parking control enforcement service. d. Adjustments to Charges. The parties may agree to an annual adjustment of parking control enforcement charges (not to exceed 2%) at the end of the first year of the agreement and every year thereafter, utilizing the month of December statistics and supporting documentation. The two indices which will be used for determining adjustments to parking control enforcement charges shall be the most recent December Consumer Price Index (CPI) for All Urban Consumers for Los Angeles-Anaheim-Riverside CMSA, published by the United States Department of Labor Bureau of Labor Statistics or any relevant successor for the Orange County area. e. Extra Work. No new work of any kind shall be considered as extra unless a separate estimate is given for said work and the estimate is approved by the City in writing before the work is commenced. The Contractor will be required to provide detailed information of such extra work. Documentation of contract compliance may be required on some occasions. 3. TERM This Agreement shall commence on 1, 2012 and terminate on June 30, 2014, unless terminated earlier in accordance with Section 13, below. So long as the City is not in default of this Agreement, the City retains an option to extend the term of this Agreement for three (3) additional two-year periods, for a maximum term of eight (8) years. Said option shall be exercised in writing at least thirty (30) days prior to the end of the initial term. Notwithstanding the above, in the event the City Council does not allocate funding for parking control services during the annual budget approval process, the City shall notify Contractor of such occurrence in writing at least thirty (30) days prior to the end of the current fiscal period, and this Agreement shall terminate on the last day of current fiscal period without penalty or expense to the City. 4. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 25F-7 5. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance which shall include, but not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $2,000,000 per occurrence, $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $2,000,000 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, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved 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. e. If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 25F-8 6. INDEMNIFICATION To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless City, its officers, agents and employees (collectively, the "Indemnified Parties") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims"), which may arise from or in any manner relate (directly or indirectly) to any work performed or services provided under this Contract (including, without limitation, defects in workmanship and/or materials) or Contractor's presence or activities conducted performing the work (including the negligent and/or willful acts, errors and/or omissions of Contractor, its principals, officers, agents, employees, vendors, suppliers, contractors, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable for any or all of them). Notwithstanding the foregoing, nothing herein shall be construed to require Contractor to indemnify the Indemnified Parties from any Claim arising from the negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorney's fees in any action on or to enforce the terms of this Contract. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Contractor. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. 8. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 9. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714-647-6956 25F-9 With courtesy copies to: Police Department - Traffic Division City of Santa Ana 60 Civic Center Plaza (M-18) Santa Ana, California 92702 Fax (714) 245-8190 and City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Fax (714) 647-6515 To Contractor: Central Parking System, Inc. 3420 Bristol Street, Suite 225 Costa Mesa, CA 92626 Fax (714) 751-3650 Attn: Muhammad Mansoor and Central Parking System, Inc. 2401 21" Ave. S. Nashville, TN 37212 Fax (615) 292-4082 Attn: Legal Department 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. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any Exhibits or Attachments hereto, the terms of this Agreement shall prevail, followed, in precedential order by, (1) the Specifications attached as Exhibit A and Exhibit B to this Agreement, (2) the rates and charges as set forth in Exhibit C to this Agreement, (3) the provisions of City's Request for Proposals dated April 10, 2012, and (4) Contractor's Proposal. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor 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. 25F-10 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractors retained by City. 12. TERMINATION AND DAMAGES a. City reserves the right to terminate this Agreement immediately, without penalty, for cause. In the event Contractor fails or refuses to timely perform any of the provisions of this Agreement in the manner required, or if Contractor violates any provision of this Agreement, Contractor shall be deemed in default. City shall provide written notice of such default to Contractor's Project Manager. Contractor shall cure said default within a period of two (2) working days. If more than two (2) working days are reasonably required to cure the default, Contractor shall provide adequate assurance of due performance within forty-eight (48) hours after Contractor receives written notice of default from City. Such assurance shall include acknowledgement of the default, Contractor's proposed remedy and the timeline (not more than seven (7) working days) for cure. If such cure is not completed in a timely manner, City may assess liquidated damages or terminate the Agreement forthwith by giving written notice to Contractor's Project Manager. City may, in addition to the other remedies provided in this Agreement or authorized by law, terminate this Agreement by giving written notice of termination. Contractor shall be responsible for all costs incurred by City, including replacement costs of equipment and labor required to provide service during Contractor's default. b. This agreement may be terminated without cause by City upon thirty (30) days written notice delivered to the Contractor either personally or by mail. Upon termination, City shall pay to Contractor that portion of compensation specified in the Agreement that is earned and unpaid prior to the effective date of termination. c. In addition to, or in lieu of, remedies provided in this Agreement or pursuant to law, City shall have the right to withhold all or a portion of Contractor's compensation for contract services if, in the judgment of the City Projects Manager or designee, the level of performance falls below appropriate parking control enforcement standards and/or Contractor fails to satisfactorily perform contract services. City shall have the right to retain funds withheld until the Projects Manager or designee determines that contract services are performed as well and as frequently as required by this Agreement. d. Termination by Contractor. Contractor may request termination of the contract when conditions during the contract make it impossible to perform or when prevented from proceeding with the contract by act of God, by law or official action of a public authority. In such event, Contractor may request termination by providing one-hundred eighty (180) days written notice prior to contract termination date. In the event of nonpayment of undisputed sums by the City, Contractor shall give the City thirty (30) working days to cure the alleged breach. 25F-11 13. LIQUIDATED DAMAGES If City determines that the Contractor has breached its promise to provide parking control enforcement services in compliance with the Terms and Conditions of applicable laws and regulations, or the specifications set forth herein, it would be impracticable and extremely difficult to determine the damage to City arising from such breach. Therefore, in the event of Contractor's breach, Contractor shall pay to City the sum of $125.00 per hour per occurrence for such breach per parking control personnel, in addition to any cost, fines, etc. levied against the City. 14. EMPLOYMENT OPPORTUNITIES FOR SANTA ANA RESIDENTS Contractor shall solicit and advertise employment opportunities to Santa Ana residents. The City shall inform the Contractor of areas to publicize recruitment opportunities, such as work centers and community centers. Such effort and procedure will be provided to the City for review. 15. EMPLOYMENT OF DISPLACED SANTA ANA WORKFORCE Contractor shall extend offers of employment to any displaced City of Santa Ana parking control officer (PCO) meeting Contractor's minimum hiring standards for a minimum of one year and at a rate commensurate to their last base salary amount as a parking control officer, as set forth in Exhibit C to this Agreement. Thereafter, the Contractor may pay according to the Contractor's normal pay structure. 16. CONTRACTOR COMMUNITY EVENT PARTICIPATION AND PUBLIC AWARENESS If requested by City, Contractor shall participate in extensive public awareness efforts and community events and programs, such as neighborhood and City events. Such participation shall be upon City request provided with reasonable notice of event timing. Such events will not exceed four (4) per year. 17. COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS a. Contractor shall perform all requirements under this contract in strict observance of and in compliance with all applicable environmental, traffic, safety and any other applicable laws, regulations, ordinances, codes and any other legislative or statutory requirements. b. Contractor warrants that the performance of services under this contract shall be compliant with the current requirements of the Occupational Safety and Health Act (OSHA) and as it may be amended or updated throughout the term of this contract. c. Contractor shall be liable for all violation and/or fines levied against the City by Federal, State and/or local agencies for any and all violations including, but not limited to, oil or fluid leaks. 18. DISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other 25F-12 employment related activities. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 19. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 20. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 21. 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. 25F-13 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Teresa L. Judd Assistant City Attorney Approved as to Form: By: Tracy H. Pelham Associate Counsel CITY OF SANTA ANA PAUL M. WALTERS City Manager CONTRACTOR Central Parking System, Inc. James H. Bond Executive Vice President Tax ID# 62-0789510 Seth Shurtleff VP & Regional Manager 25F-14 EXHIBIT A SPECIFICATION FOR PARKING CONTROL SERVICES 1. DESCRIPTION AND SCOPE OF WORK Contractor shall be responsible for enforcing parking regulations, as outlined in the Santa Ana Municipal Code, of over 650 weekly residential street sweeping curb miles, residential permit parking district enforcement and other parking enforcement services as assigned by the Police Department A. IMPLEMENTATION 1. Contractor will assume responsibility for parking control enforcement services of the entire City as it relates to street sweeping enforcement and other related violations as designated by the Chief of Police. 2. The street sweeping routes will be provided by the City of Santa Ana Police Department after contractor selection. 3. City Staff shall have the right to modify, reduce or delete the amount of parking enforcement schedules, routes, frequency, phases, standards, days of parking control enforcement services and remove contract personnel with prior notice to Contractor. 4. Contractor shall provide traffic control services as necessary on either an emergency or pre-planned basis. B. PERFORMANCE ON SCHEDULE Contractor will be provided work schedules which correspond to the City's established service schedules. Contractor will be provided the opportunity to discuss with the City adjusting established schedules to meet special circumstances. The City will make all final decisions pertaining to adjustment of schedules based on feasibility and efficiency with the goal of completing parking control enforcement services on the day scheduled. II. CONTRACTOR REQUIREMENTS AND RESPONSIBILITIES A. WORK ASSIGNMENTS AND SCHEDULE Contractor shall be provided schedules by the City. Contractor shall submit a written route schedule to the City Projects Manager or designee within fifteen (15) days of the effective date of an executed agreement. This schedule shall clearly identify the tasks required by this agreement and days they are scheduled to be performed in each particular area. Contractor shall have ability to review and propose schedule modifications to the City for review as efforts to improve parking control program efficiency. If it is necessary to make periodic revisions to 25F-15 this schedule, a modified schedule must be submitted for review to the Projects Manager or designee for approval prior to the date the changes are to take effect, but not less than 48-hours. Otherwise, it is intended that Contractor will develop a permanent schedule utilizing the information schedule and any other information provided by the City, which will allow the City to monitor Contractor's progress. Contractor shall enforce designated sections of the Santa Ana Municipal Code and California Vehicle Code as authorized by the Chief of Police. Contract employees may be required to appear and testify at court and confer with the City Attorney's office regarding citation appeals, when necessary. Contractor shall adjust his/her schedule to compensate for all holidays and rainy days. The designated Contractor holidays for this contract shall be New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day or as designated by City. B. CONTRACTOR PERSONNEL Contractor shall furnish the necessary enforcement personnel, including one (1) supervisor. Hours will be determined based on the needs of the City. The City of Santa Ana shall have discretion in approving changes to work hours and assignments or areas. The City of Santa Ana reserves the right to assign enforcement checkers to perform other duties relating to parking enforcement within the hours of any shift. 2. A list identifying the names of all Contractor parking enforcement personnel shall be provided to the City Projects Manager or designee. 3. Each of Contractor's employees performing work pursuant to this Request For Proposal (RFP) shall: a. Have the ability to read, write legibly, speak and comprehend the English language - Bilingual fluency in Spanish or other language approved on the City's bilingual list is preferred; b. Be trained and bonded, a minimum of twenty-one (21) years of age; c. Capable of performing assigned duties; d. Pass a background check that shall include a review of the employee's criminal history that would pose a liability for the City including crimes of violence. Convictions for traffic violations shall be assessed based on their severity, frequency and time frame. Contractor shall report the findings of the background to the Traffic Commander prior to that employee beginning work in the City of Santa Ana. The City of Santa Ana reserves the right to mandate removal of any of Contractor's employees found unacceptable to the City for any reason; e. Have a High School Diploma or its equivalent; f. Be well groomed at all times and, at a minimum, be in compliance with the Police Department's policies related to grooming standards and tattoos while on duty; g. Have a minimum of eight (8) hours of training on the City's parking citation forms and procedures including, but not limited to, use of necessary equipment, vehicle operations, traffic control procedure, recognition and reporting of stolen vehicles, etc.; h. Have a minimum of eight (8) hours of basic customer service training 25F-16 including, but not limited to, conflict resolution, handling difficult customers and cultural diversity; and Have a minimum of four (4) hours training on relevant federal, state and local laws, regulations, rules, policies, guidelines and procedures. Additional training may be required as determined by City staff. Perform a ride along with City staff, if made available, to become familiar with the various routes and enforcement practices associated with street sweeping enforcement. 4. Contractor shall have the ability to utilize new equipment as it is developed in the future, such as handheld ticketing devices, parking meter stations, etc. 5. Contractor shall be properly licensed and all of Contractor's personnel assigned to field operations shall have a current "Guard Card" license issued by the State of California pursuant to the California Business and Professions Code within sixty (60) days of being assigned to carry out duties pursuant to this contract. However, regardless of certification, no parking control checkers or supervisors shall carry or be armed with any firearm, impact weapon or electronic control device while performing their duties under this agreement. All employees assigned by Contractor shall have a valid California driver's license and remain in good standing with the California Department of Motor Vehicles. 6. Contractor must provide a field supervisor during daytime working hours to supervise all contractor enforcement employees on duty. This field supervisor may also perform ancillary duties as an enforcement checker but shall not fill in for an absent employee or perform duties that would hinder their ability to supervise personnel in the field. The field supervisor shall have substantial expertise and experience in parking enforcement duties. The supervisor shall be the primary contact between City and Contractor on matters relating to the enforcement services provided through this RFP. 7. The field supervisor shall be the primary daily operations contact to the City and shall also do the following: a. Respond to citizen complaints and provide the City's designee with a copy of the complaint and the resolution within one (1) business day or, in the event an investigation is required, the steps being taking to resolve the complaint and the date a resolution can be expected. b. Contact the City designee at least once each day to discuss and clarify operational assignments and receive any special instructions; c. Ensure that Contractor personnel perform the duties required by the RFP; and d. Prepare and submit monthly progress reports and status reports as may be required by the City designee. 8. Contractor shall be required to designate a second level supervisor. This person shall have the authority over the personnel and shall be a member of Contractor's management staff with authority to represent Contractor on policy matters. 25F-17 9. The contractor shall provide and pay for all uniforms for contract personnel assigned to work in the field. a. Uniform specifications shall include a photograph or diagram and written description of the uniforms for male and female parking enforcement personnel and include marking(s), shirt sleeves length (short or long), shoe type, the color of shirts, pants, jacket(s) and any other relative information. As an option, the contractor may allow the employee to wear shorts of the same color as the uniform pants during the summer months. b. The Santa Ana Police Department's Traffic Division Commander or his designee shall review and approve all uniforms and insignias. c. Uniforms shall be properly fit with no rips or tears and must be clean and pressed at all times to present a neat appearance. 10. If the Contractor finds it necessary to utilize substitute personnel, they are to be equal in qualifications and training to regular personnel and billed at the same rate. 11. The city designee shall conduct the final review of all contract employees prior to being assigned to perform parking enforcement services in the City of Santa Ana. The Chief of Police or his designee has the ultimate authority and discretion in the hiring and termination of personnel working on this contract. The Chief of Police or his designee may remove contract personnel, upon telephone notifications to the Contractor. C. PARKING CITATION BOOKS The city will issue numbered Parking Citation Books to the Contractor containing individually numbered citations. The Contractor shall be held accountable for the disposition of all books and citations and for stolen or lost citations. The loss of a citation will result in a charge of $100 levied against the Contractor by the City for each citation lost or unaccounted for, not to exceed $2,500 for each book. The loss of a book of citations may result in a charge against the Contractor by the City of $2,500. Such charges may be increased and the City will provide notification to the Contractor prior to action taking place. D. WORKING HOURS All parking enforcement activity hours will be determined based on the City's need. The City of Santa Ana Police Department or other designee shall have discretion in approving changes and additions to work hours and assignments or areas. E. PARKING CONTROL ENFORCEMENT SERVICES EQUIPMENT 1 The parking control enforcement vehicle or any relief/substitute vehicle used to perform this contract work shall: a. The contractor shall provide vehicles, in good repair, for use by the contractor's employees assigned to field duties. These units must be suitable for parking control and enforcement. The contractor shall be 25F-18 responsible for and pay for all operating expenses, maintenance and insurance for such vehicles. b. All vehicles are to be new at the initiation of services and allowed to be used for more than five (5) years unless otherwise approved by the city designee. All vehicles are to be kept clean, in good repair and in good appearance. c. The Contractor shall provide a listing of all parking control enforcement vehicles or any relief/substitute vehicle identifying: i. Make, model, and year. ii. Company identification unit number. iii. California license number. iv. Company vehicle colors. d. All vehicles are to be inspected by the California Highway Patrol with inspection certificates given to the Santa Ana Police Traffic Division Commander. e. The vehicles shall be equipped with: i. Fixed and permanent amber rotating beacons and all safety equipment is to be paid for and furnished by the Contractor. ii. A set of road trouble fluorescent triangles, one case of flares and five (5) orange traffic safety cones. iii. Other safety devices, which may be reasonably required by the City. 2. The Contractor shall provide instant communication access via a cellular phone/radio to all personnel while performing their duties. F. FUELING OF PARKING CONTROL ENFORCEMENT VEHICLES The Contractor shall be responsible for fueling each parking control enforcement vehicle and shall be ready to conduct enforcement activities at all scheduled times. G. REQUIRED CONTRACTOR IDENTIFICATION SIGNAGE City of Santa Ana authorized contractors will be required to have identification signage on all vehicles at all times while working in an official capacity for the City. Such signage shall be of a professional manner and maintained neat in appearance, free of graffiti, easily identifiable and in sound condition. All costs associated with the fabrication of such signage shall be borne by the Contractor. Such signage design shall be pre-approved by the Traffic Commander prior to production Signage type and material shall be plastic with magnetic backing, painted signage on vehicle or similar. Taped vehicle signage will not be allowed. 25F-19 Such signage shall state Authorized Contractor, Santa Ana Police Department, name of Contractor and Contractor telephone number or other required City designated language and markings. Signage Letter Minimum Size shall be two-inches for Authorized Contractor, Santa Ana Police Department. A minimum of one-inch height will be required for all other information. H. GLOBAL POSITIONING SYSTEM (GPS) Within sixty (60) days from initiation of services, Contractor shall provide a GPS system in all parking control enforcement vehicles used in the City, which will enable the monitoring of the parking control enforcement vehicle locatio!is at all times via computer. The system should provide the ability to monitor the day-to- day operation of the parking control enforcement vehicle including its current location, streets covered, times and total miles driven. The City and Contractor shall be enabled to view this information via computer at all times and GPS reports shall be made available at the request of the City. 1. PERFORMANCE DURING INCLEMENT WEATHER The City shall determine when the parking control enforcement operations should cease due to inclement weather or other reasons and will notify the Contractor immediately once that decision is made. 2. During the periods when inclement weather hinders normal operations, the Contractor shall adjust his/her work force in order to accomplish those activities that are not affected by weather. 3. Failure to adjust the work force as directed by the City shall result in deduction of payments to reflect only the work actually authorized and accomplished. J. INSPECTIONS The Chief of Police or his designee shall regularly inspect the parking enforcement routes and other areas subject to this Agreement to ensure that the work is being, and has been, performed in accordance with the terms identified in this agreement. All work found in such inspections not conforming to the applicable requirements shall be corrected by the Contractor and the City shall have the right to withhold payment to the Contractor until the work is corrected. K. PROTECTION OF THE PUBLIC AND DAMAGES TO EXISTING STRUCTURES The Contractor shall exercise caution at all times for the protection of persons and property. All fines, penalties and/or repair charges resulting from the Contractor's actions shall be the sole responsibility of the Contractor. 2. The Contractor shall not permit placing or use equipment in such a manner as to block vehicle traffic lanes or create safety hazards unless engaged in traffic control operations authorized by the City. In such cases, the Contractor shall 25F-20 only use vehicles or equipment in a safe manner as prescribed by the training required by this contract. The Contractor shall be responsible for the use of all appropriate warning traffic safety devices when deemed necessary. 3. Methods proposed by the Contractor and approved by the City shall not harm, deface or damage City streets, street trees, sidewalks or street curbs. In the event that damage to the City's right-of-way has occurred in the course of work, the Contractor shall be solely responsible for its repair or replacement. L. SPECIFICATIONS This scope of services is intended to cover all labor, material and standards of workmanship to be employed for in this work plan or reasonably implied by terms of same. Work or materials of a minor nature which may not be specifically mentioned, but which may be reasonably assumed as necessary for the completion of this work, shall be performed by the Contractor as if described in the specifications. M. CUSTOMER SERVICE Contractor shall provide service, which is accessible, courteous, responsive, timely, equitable and given in the spirit of professionalism and mutual respect. All Contractor personnel are a reflection of the City of Santa Ana and as such are expected to: Interact with customers and City officials, whether in person or on the phone, in a pleasant, respectful and professional manner. 2. Give full attention to each customer's needs by asking questions. Provide information, products and service in an accurate, organized and complete manner. Determine that the customer's request has been fulfilled. 3. Comply with all federal, state, county, and city laws and regulations. 4. Use adequate equipment that is kept clean and neat at all times. 5. Train other Contractor employees to be polite and courteous during public contact. 6. Employ truth and accuracy in reporting customer service records. N. RECORDS The Contractor shall keep accurate records concerning all of his/her employees or agents and provide the City with names and telephone numbers of emergency contact employees. The Contractor shall complete a monthly report indicating work performed, including GPS maps of routes (if required by City) and submit this completed report to the City Projects Manager or designee. This report should also contain a description of work performed, including personnel hours, equipment, and any additional work, which the Contractor deems to be beyond the scope of the contract. Payment for this work will not be authorized unless the 25F-21 additional work and the costs thereof are first approved by the City. A phone log will be submitted monthly of all calls from the City of Santa Ana Public Works Agency and the City of Santa Ana Police Department to the Contractor, identifying whether or not those calls require a request for service, and a description of the action taken from the City call. The Contractor shall provide monthly phone customer service logs from the public, indicating name, date, time and phone number of caller, reason for request, response/action by Contractor and time required to address request. Such logs shall be accurate and truthful. The Contractor shall permit the City to inspect and audit its books and records regarding City-provided services at any reasonable time. 0. CITATION PROCESSING The contractor shall submit all citations issued by their employees to the City's designated citation processing center in a timely manner. In the event of an error on a citation or when a citation is deemed by the Traffic Commander to have been issued inappropriately, the Contractor shall bear the processing cost of said citation to include fees for data entry, dismissal, notices, removal of DMV holds, etc. This provision shall not apply to citations dismissed in the Interest of Justice or those citations that are issued in good faith but are dismissed due to circumstances that are not within the control of the Contractor. P. ON-CALL/AFTER HOURS PARKING ENFORCEMENT/SPECIAL DETAILS The City of Santa Ana anticipates the need for parking control personnel to assist with parking enforcement and/or traffic control for pre-planned events such as parades, special events, marathons and nighttime parking enforcement. The City will make every effort to provide the Contractor with as much advanced notice as possible when these services are required. In addition, the Contractor will provide the City with names and telephone numbers of at least two qualified contact persons or a telephone answering service shall be utilized and the answering service shall be capable of contacting the Contractor by radio or cellular phone who can be called by City representatives when emergency calls for service occur during hours when the Contractor's normal work force is not present in the City of Santa Ana. These Contractor representatives shall respond to said emergency within one (1) hour from receiving notification. The City anticipates the need for this service of up to five (5) occurrences per year for events that cannot be predicted in advance such as power outages, major collisions or other events that require traffic control on a wide scale. If additional personnel are required, the Contractor agrees to make every effort to fulfill the needs of the City to help mitigate the issue necessitating the response in a timely fashion. Q. SUPERVISION OF CONTRACT AND MEETINGS WITH CITY All work shall meet with the approval of the Santa Ana Police Department. As determined necessary by the City, there shall be a minimum of one monthly meeting with the Contractor and the City representative to determine progress 25F-22 and to establish areas needing attention. Status reports of activities performed by the Contractor will be submitted in writing to the City on a weekly basis or as determined necessary by the City. Any specific problem area which does not meet the conditions of the specifications set forth herein shall be called to the attention of the Contractor and if not corrected, payment to the Contractor will not be made until condition is corrected in a satisfactory manner as set forth in the specifications. R. MATERIALS AND EQUIPMENT The contractor shall make a reasonable effort to purchase equipment and materials in the City of Santa Ana and to utilize Santa Ana vendors. Such efforts shall be provided to the City. The City shall have the ability to provide a list of possible Santa Ana vendors to the Contractor. The City has the option to purchase and provide materials. The City has the option to purchase special material or the City will reimburse the Contractor for purchase of special material only after authorization by the City. III. DEFINITIONS 1. City - shall mean City of Santa Ana and representatives of the City of Santa Ana, i.e. Police Department or Public Works Agency. 2. Contractor Holidays - New Year's Labor Day, Thanksgiving Day and City. Day, Memorial Day, Independence Day, Christmas Day or as designated by the 3. Inclement Weather - weather conditions that prohibit the effective operation of parking control enforcement operations. 4. Street - all paved dedicated public rights-of-way within the existing or future City limits. 5. Parking Enforcement Supervisor - an employee of the contractor with supervisory authority over the Parking Enforcement Checkers and possesses the requisite authority to make decisions, respond to complaints on behalf of the company and engage designees from the City regarding any service concerns. As an ancillary duty, a Parking Enforcement Supervisor may perform the duties of a Parking Enforcement Checker as outlined in this RFP including the enforcement of designated sections of the Santa Ana Municipal Code or the California Vehicle Code as authorized by the Chief of Police or traffic control. 6. Parking Enforcement Checker - an employee of the contractor assigned to perform the duties outlined in this RFP including the enforcement of designated sections of the Santa Ana Municipal Code or the California Vehicle Code as authorized by the Chief of Police or traffic control. 25F-23 25F-24 EXHIBIT B CENTRAL PARKING SYSTEM TRANSITION PLAN FOR THE CITY OF SANTA ANA 25F-25 ?'"s"ue`' City of Santa Ana Transition Plan Central 1 , PARKING Ifto? AC130n ' ?eri0lt ; me w t Administration Transition Meeting with City Reps 1202012 I Business License Muhammad 0 days /20!3012 PS Contad List Jeff Z Dan 80 12012 Prepare Plan of Operations Muhammad Peter Jeff 14 Da 6/202012 Transition Update to City 6/2313012 Transition Meeting with City Reps SW/2012 Transition Update to City 7/512012 Transition Meeting With City Reps 1 711012012 Transition Update to City 711&12012 1 Transition Meeting with City Reps 712412012 Commence Operations 6/112012 Personnel Staffincl Identify staff needs Muhammad Petsr.Jeffi 612012012 Evaluate wdsling personnel Mtad Peter Jeff 2 Day 612012012 Place ads for help Local HR 1 Day 6/40012 Interview appilicants Local HR Jeff 3 Da 61268012 Submit Baftround Checks Local HR 5 pay* Make offers Local HR Jeff NA Develop Schedulee Peter Jeff Local HR 1 day 7/5112 C©nduct Employee Orientation Local HR 7/13112 Handbooks Local FIR above valuation F04 rum Local HR See above Health Insurance Billing Local HR See above Personnel Files Local HR See above Set Payroll Records Local HR See above Name Tags Peter 1 Da 7116112 Uniforms Design 5i (See Marketing for LOW) Muhammad,Petar,Jeff 10 Lays 6/2712012 Get diem approval for uniforms Jeff above 68712012 Order uniforms Peter See above 6139x2012 Equipment Vehicles Order Vehicles Muhammad 14 Da 62012012 Order Beacon Lights Peter 8 Do" 642012012 Order ftnage for Vehicles Peter 6 Pays 6202012 Omer Emergency Kit for Vehicles Peter 5 Da 620/2012 Order Gas Cards Muhammad 10 Da 62012012 Communication Order GIPS for Vehicles Muhammad 7 Dave 6802012 Order Nexhd Radios Peter 5 Days 6/202012 Order Smart Phone (JeM Petar 4 Dan 620/2012 Project Pr aration Route Details Create Detail Route Maps Peter Jeff 7 Dave 7/1012012 Citation Procedure SAPD Peter Jeff 3 Dave 7/10/2012 0 orations Trainiry MVP and Ambassador Tr ' ' Muhammad Peter Jeff 2 Da 61162012 Drive Route with CPS Supervisor 3 Da 71=012 Cross Train Newport Enforcement Staff and Floating Supervisor 3 Days 7838012 Location I Citab"Wehicle In aWasf Peter. Jeff - 1 Da 71102012 ' El l 6/20/2012 Page 1 City of Santa Ana Transition Plan 25F-26 Exhibit B EXHIBIT C PROPOSER'S STATEMENT AND PROPOSAL ITEM PRICING 25F-27 CITY OF SANTA ANA POLICE DEPARTMENT REQUEST FOR PROPOSALS FOR PARKING CONTROL ENFORCEMENT SERVICES (RFP 12-030) PROPOSERS STATEMENT and PROPOSAL ITEM PRICING EXHIBIT B Certification - I certify that I have read, understand and agree to the terms and conditions of this Request for Proposal. I have examined the Scope of Services (Exhibit A) and am familiar with the scope of work locations. I am familiar with all the existing conditions and limitation that may impact work requests. I understand and agree that I am responsible for reporting any errors, omissions or discrepancies to the City for clarification prior to the submission of my proposal. Proposal Item Price - Pricing shall be based on an hourly cost for services described in Exhibit A. Fee must be inclusive of all costs, including but not limited to, direct and indirect costs for labor, overhead, incidental supplies, travel, mileage, and fuel. Any special materials will be purchased by the Contractor only after discussed and authorized by the City Projects Manager or designee in writing. The quantity of hours identified below are best approximations and are for estimate purposes only and can be modified as determined necessary by City. Contractor shall only be paid for services performed. Refer to Section IV.L. Terms and Conditions - Employment of Displaced Santa Ana Workforce (page 21). The award will be based on the Total Extended Cost (assuming no displaced City of Santa Ana employees will need to be hired). LINE DESCRIPTION QUANTITY UNIT UNIT UNIT EXTENDED QUANTITY PRICE TOTAL PRICE 1 Supervisor -Parking Enforcement 1 Hourly 2,080 $36.79 _ $76,523.20 2 Checker - Parking Enforcement TBD Hourly 11,100 $26.73 $296,703.00 Total Extended Cost (Add Lines 1 and 2): $373,226.20 Total Extended Cost - Written Add Lines 1 and 2) Additional Hourly Cost per.Checker for Potential Displaced City Employee D i Y e 1 Hourly q / ur ng ear One If N cessar : 3 On-Call - Parking Enforcement 1 Hourly Flat Rate CENTRAL PARKING SYSTEM, INC. 714.751-2855 F 751-3650 LEGAL NAME OF COMPANY rI 3420 BRISTOL STREET, SUITE 225, COSTA MESA, CA 92626 PHONE AND FAX NUMBER BUSINESS ADDRESS MUHAMMAD MANSOOR GENERAL MANAGER IN I EU NAME UF- AU I HORIZED AGENT IGNA 62-07t TITLE 06/28/2012 mmansoor@parking.com ht Ut- AU I HUHILEU ADEN 1 510 DATE E-MAIL ADDRESS FEDERAL ID NUMBER (IF APPICABLE) CONTRACTOR LICENSE NUMBER (IF APPICABLE) THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NON-RESPONSIVE City of Santa Ana Police Department Request for Proposals for Parking Control Enforcement Services Page 23 Exhibit C 25F-28 Exh'l'bit 2 25F-29 CITY OF SANTA ANA POLICE DEPARTMENT REQUEST FOR PROPOSALS FOR PARKING CONTROL ENFORCEMENT SERVICES (RFP 12-030) EXHIBIT A - SCOPE OF SERVICES 1. DESCRIPTION AND SCOPE OF WORK The City of Santa Ana is issuing this request for proposal (RFP) for Parking Control Enforcement Services for enforcing parking regulations as outlined in the Santa Ana Municipal Code of over 650 weekly residential street sweeping curb miles, residential permit parking district enforcement and other parking enforcement services as assigned by the Police Department A. IMPLEMENTATION 1. The parking control enforcement vendor will assume responsibility for parking control enforcement services of the entire City. The street sweeping routes will be provided by the City of Santa Ana Police Department after contractor selection. 3. City Staff shall have the right to modify, reduce or delete the amount of parking enforcement schedules, routes, frequency, phases, standards, days of parking control enforcement services and remove contract personnel with prior notice to Contractor. 4. The Contractor shall provide traffic control services as necessary on either an emergency or pre- planned basis. 5. The term of the contract is a two (2) year contract, with a possibility for three additional, two-year renewal options at the discretion of the City; a maximum total of eight (8) years. B. PERFORMANCE ON SCHEDULE The Contractor will be provided work schedules which correspond to the City's established service schedules. The Contractor will be provided the opportunity to discuss with the City adjusting established schedules to meet special circumstances. The City will make all final decisions pertaining to adjustment of schedules based on feasibility and efficiency with the goal of completing parking control enforcement services on the day scheduled. II. CONTRACTOR REQUIREMENTS AND RESPONSIBILITIES A. WORK ASSIGNMENTS AND SCHEDULE The Contractor shall be provided schedules by the City. The Contractor shall submit a written route schedule to the City Projects Manager or designee within fifteen (15) days of the effective date of an executed agreement. This schedule shall clearly identify the tasks required by this agreement and days they are scheduled to be performed in each particular area. Contractor shall have ability to review and propose schedule modifications to the City for review as efforts to improve parking control program efficiency. If it is necessary to make periodic revisions to this schedule, a modified schedule must be submitted for review to the Projects Manager or designee for approval prior to the date the changes are to take effect, but not less than 48-hours. Otherwise, it is intended that the Contractor will develop a permanent schedule utilizing the information schedule and any other information provided by the City, which will allow the City to monitor the Contractor's progress. The contractor shall be able to enforce designated sections of the Santa Ana Municipal Code and California Vehicle Code as authorized by the City of Santa Ana Police Department Request for Proposals for Parking Control Enforcement Services Page 10 25F-30 Chief of Police. Contract employees may be required to appear and testify at court and confer with the City Attorney's office regarding citation appeals, when necessary. The Contractor shall adjust his/her schedule to compensate for all holidays and rainy days. The designated Contractor holidays for this contract shall be New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day or as designated by City. B. CONTRACTOR PERSONNEL 1. The contractor shall furnish the necessary enforcement personnel, including one (1) supervisor. Hours will be determined based on the needs of the City. The City of Santa Ana shall have discretion in approving changes to work hours and assignments or areas. The City of Santa Ana reserves the right to assign enforcement checkers to perform other duties relating to parking enforcement within the hours of any shift. 2. A list identifying the names of all Contractor parking enforcement personnel shall be provided to the City Projects Manager or designee. 3. Each of the Contractor's employees performing work pursuant to this Request For Proposal (RFP) shall: a. Have ability to read, write legibly, speak and comprehend the English language - Bilingual fluency in Spanish or other language approved on the City's bilingual list is preferred; b. Trained and bonded, a minimum of twenty-one (21) years of age; c. Capable of performing assigned duties; d. Pass a background check that shall include a review of the employee's criminal history that would pose a liability for the City including crimes of violence. Convictions for traffic violations shall be assessed based on their severity, frequency and time frame. The City of Santa Ana reserves the right to mandate removal of any contractor's employees found unacceptable to the City for any reason; e. Have a High School Diploma or its equivalent; f. Be well groomed at all times and, at a minimum, be in compliance with the Police Departments policies related to grooming standards and tattoos while on duty; g. Have a minimum of eight (8) hours of training on the City's parking citation forms and procedures including, but not limited to, use of necessary equipment, vehicle operations, traffic control procedure, etc.; h. Have a minimum of eight (8) hours of basic customer service training including, but not limited to, conflict resolution, handling difficult customers and cultural diversity; and i. Have a minimum of four (4) hours training on relevant federal, state and local laws, regulations, rules, policies, guidelines and procedures. Additional training may be required as determined by City staff. 4. The Contractor shall have the ability to utilize new equipment as it is developed in the future, such as handheld ticketing devices, parking meter stations, etc. The contractor shall be properly licensed and all of the contractors' personnel assigned to field operations shall have a current "Guard Card" license issued by the State of California pursuant to the California Business and Professions Code. However, regardless of certificati-Dn, no parking control checkers or supervisors shall carry or be armed with any firearm, impact weapon or electronic control device while performing their duties under this agreement. All employees assigned by the contractor shall have a valid California driver's license and remain in good standing with the California Department of Motor Vehicles. City of Santa Ana Police Department Request for Proposals for Parking Control Enforcement Services Page 11 25F-31 6. The contractor must provide a field supervisor during daytime working hours to supervise all contractor enforcement employees on duty. This field supervisor may also perform ancillary duties as an enforcement checker but shall not fill in for an absent employee or perform duties that would hinder their ability to supervise personnel in the field. The field supervisor shall have substantial expertise and experience in parking enforcement duties. The supervisor shall be the primary contact between the city and contractor on matters relating to the enforcement services provided through this RFP. 7. The Supervisor shall be the primary daily operations contact to the City and shall also do the following: a. Respond to citizen complaints and provide the City's designee with a copy of the complaint and the resolution or, in the event an investigation is required, the steps being taking to resolve the complaint and the date a resolution can be expected. b. Contact the City designee at least once each day to discuss and clarify operational assignments and receive any special instructions; c. Ensure that contractor personnel perform the duties required by the RFP; and d. Prepare and submit monthly progress reports and status reports as may be required by the city designee. 8. The contractor shall be required to designate a second level supervisor. This person shall have the authority over the personnel and shall be a member of the contractor's management staff with authority to represent the contractor on policy matters. 9. The contractor shall provide and pay for all uniforms for contract personnel assigned to work in the field. a. Uniform specifications shall include a photograph or diagram and written description of the uniforms for male and female parking enforcement personnel and include marking(s), shirt sleeves length (short or long), shoe type, the color of shirts, pants, jacket(s) and any other relative information. As an option, the contractor may allow the employee to weir shorts of the same color as the uniform pants during the summer months. b. The Santa Ana Police Department's Traffic Division Commander or his designee shall review and approve all uniforms and insignias, c. Uniforms shall be properly fit with no rips or tears and must be clean and pressed at all times to present a neat appearance. 10. If the Contractor finds it necessary to utilize substitute personnel, they are to be equal in qualifications and training to regular personnel and billed at the same rate. 11. The city designee shall conduct the final review of all contract employees prior to being assigned to perform parking enforcement services in the City of Santa Ana. The Chief of Police or his designee has the ultimate authority and discretion in the hiring and termination of personnel working on this contract. The Chief of Police or his designee may remove contract personnel, upon telephone notifications to the Contractor. C. PREVAILING WAGE Prevailing wage will not be required for this contract. City of Santa Ana Police Department Request for Proposals for Parking Control Enforcement Services Page 12 25F-32 D. PARKING CITATION BOOKS The city will issue numbered Parking Citation Books to the Contractor containing individually numbered citations. The Contractor shall be held accountable for the disposition of all books and citations and for stolen or lost citations. The loss of a citation will result in a charge of $100 levied against the Contractor by the City for each citation lost or unaccounted for, not to exceed $2,500 for each book. The loss of a book of citations may result in a charge against the Contractor by the City of $2,500. Such charges may be increased and the City will provide notification to the Contractor prior to action taking place. E. WORKING HOURS All parking enforcement activity hours will be determined based on the City's need. The City of Santa Ana Police Department or other designee shall have discretion in approving changes and additions to work hours and assignments or areas. F. PARKING CONTROL ENFORCEMENT SERVICES EQUIPMENT 1. The parking control enforcement vehicle or any relief/substitute vehicle used to perform this contract work shall: a. The contractor shall provide vehicles, in good repair, for use by the contractor's employees assigned to field duties. These units must be suitable for parking control and enforcement. The contractor shall be responsible for and pay for all operating expenses, maintenance and insurance for such vehicles. b. All vehicles are to be no more than (3) three years in age, unless otherwise approved by the city designee. All vehicles are to be kept clean, in good repair and in good appearance. c. The Contractor shall provide a listing of all parking control enforcement vehicles or any relief/substitute vehicle identifying: i. Make, model, and year. ii. Company identification unit number. iii. California license number. iv. Company vehicle colors. d. All vehicles are to be inspected by the California Highway Patrol with inspection certificates given to the Santa Ana Police Traffic Division Commander, e. The vehicles shall be equipped with: i. Fixed and permanent amber rotating beacons and all safety equipment is to be paid for and furnished by the Contractor. ii. A set of road trouble fluorescent triangles, one case of flares and five (5) orange traffic safety cones. iii. Other safety devices, which may be reasonably required by the City. 2. The Contractor shall provide instant communication access via a cellular phone/radio to all personnel while performing their duties. City of Santa Ana Police Department Request for Proposals for Parking Control Enforcement Services Page 13 25F-33 G. FUELING OF PARKING CONTROL ENFORCEMENT VEHICLES The Contractor shall be responsible for fueling each parking control enforcement vehicle and shall be ready to conduct enforcement activities at all scheduled times. H. REQUIRED CONTRACTOR IDENTIFICATION SIGNAGE City of Santa Ana authorized contractors will be required to have identification signage on all vehicles at all times while working in an official capacity for the City. Such signage shall be of a professional manner and maintained neat in appearance, free of graffiti, easily identifiable and in sound condition. All costs associated with the fabrication of such signage shall be borne by the Contractor. Such signage design shall be pre-approved by the Traffic Commander prior to production. Signage type and material shall be plastic with magnetic backing, painted signage on vehicle or similar. Taped vehicle signage will not be allowed. Such signage shall state Authorized Contractor, Santa Ana Police Department, name of Contractor and Contractor telephone number or other required City designated language and markings. Signage Letter Minimum Size shall be two-inches for Authorized Contractor, Santa Ana Police Department. A minimum of one-inch height will be required for all other information. 1. GLOBAL POSITIONING SYSTEM (GPS) It is highly desirable for the Contractor to provide a GPS system in all parking control enforcement vehicles used in the City that enables the monitoring of the parking control enforcement vehicle locations at all times via computer, The system should provide the ability to monitor the day-to-day operation of the parking control enforcement vehicle including its current location, streets covered, times and total miles driven. If provided, the City and Contractor shall be enabled to view this information via computer at all times and GPS reports shall be made available at the request of the City. J. PERFORMANCE DURING INCLEMENT WEATHER 1. The City shall determine when the parking control enforcement operations should cease due to inclement weather or other reasons and will notify the Contractor immediately once that decision is made. 2. During the periods when inclement weather hinders normal operations, the Contractor shall adjust his/her work force in order to accomplish those activities that are not affected by weather. Failure to adjust the work force as directed by the City shall result in deduction of payments to reflect only the work actually authorized and accomplished. K. INSPECTIONS The Chief of Police or his designee shall regularly inspect the parking enforcement routes and other areas subject to this Agreement to ensure that the work is being, and has been, performed in accordance with the terms identified in this agreement. All work found in such inspections not conforming to the applicable requirements shall be corrected by the Contractor and the City shall have the right to withhold payment to the Contractor until the work is corrected. City of Santa Ana Police Department Request for Proposals for Parking Control Enforcement Services Page 14 25F-34 L. PROTECTION OF THE PUBLIC AND DAMAGES TO EXISTING STRUCTURES 1. The Contractor shall exercise caution at all times for the protection of persons and property. All fines, penalties and/or repair charges resulting from the Contractor's actions shall be the sole responsibility of the Contractor. 2. The Contractor shall not permit placing or use equipment in such a manner as to block vehicle traffic lanes or create safety hazards unless engaged in traffic control operations authorized by the City. In such cases, the Contractor shall only use vehicles or equipment in a safe manner as prescribed by the training required by this contract. The Contractor shall be responsible for the use of all appropriate warning traffic safety devices when deemed necessary. 3. Methods proposed by the Contractor and approved by the City shall not harm, deface or damage City streets, street trees, sidewalks or street curbs. In the event that damage to the City's right-of-way has occurred in the course of work, the Contractor shall be solely responsible for its repair or replacement. M. SPECIFICATIONS This scope of services is intended to cover all labor, material and standards of workmanship to be employed for in this work plan or reasonably implied by terms of same. Work or materials of a minor nature which may not be specifically mentioned, but which may be reasonably assumed as necessary for the completion of this work, shall be performed by the Contractor as if described in the specifications. N. CUSTOMER SERVICE Contractor shall provide service, which is accessible, courteous, responsive, timely, equitable and given in the spirit of professionalism and mutual respect. All Contractor personnel are a reflection of the City of Santa Ana and as such are expected to: Interact with customers and City officials, whether in person or on the phone, in a pleasant, respectful and professional manner. 2. Give full attention to each customer's needs by asking questions. Provide information, products and service in an accurate, organized and complete manner. Determine that the customer's request has been fulfilled. 3. Comply with all federal, state, county, and city laws and regulations. 4. Use adequate equipment that is kept clean and neat at all times. 5. Train other Contractor employees to be polite and courteous during public contact. 6. Employ truth and accuracy in reporting customer service records. O. RECORDS The Contractor shall keep accurate records concerning all of his/her employees or agents and provide the City with names and telephone numbers of emergency contact employees. The Contractor shall complete a monthly report indicating work performed, including GPS maps of routes (if required by City) and submit this completed report to the City Projects Manager or designee. This report should also contain a description of work performed, including personnel hours, equipment, and any additional work, which the Contractor deems to be beyond the scope of the contract. Payment for this work will City of Santa Ana Police Department Request for Proposals for Parking Control Enforcement Services Page 15 25F-35 not be authorized unless the additional work and the costs thereof are first approved by the City. A phone log will be submitted monthly of all calls from the City of Santa Ana Public Works Agency and the City of Santa Ana Police Department to the Contractor, identifying whether or not those calls require a request for service, and a description of the action taken from the City call. The Contractor shall provide monthly phone customer service logs from the public, indicating name, date, time and phone number of caller, reason for request, response/action by Contractor and time required to address request. Such logs shall be accurate and truthful. The Contractor shall permit the City to inspect and audit its books and records regarding City-provided services at any reasonable time. P. CITATION PROCESSING The contractor shall submit all citations issued by their employees to the City's designated citation processing center in a timely manner. In the event of an error on a citation or when a citation is deemed by the Traffic Commander to have been issued inappropriately, the Contractor shall bear the processing cost of said citation to include fees for data entry, dismissal, notices, removal of DMV holds, etc. This provision shall not apply to citations dismissed in the Interest of Justice or those citations that are issued in good faith but are dismissed due to circumstances that are not within the control of the contractor. Q. ON-CALL/AFTER HOURS PARKING ENFORCEMENT/SPECIAL DETAILS The City of Santa Ana anticipates the need for parking control personnel to assist with parking enforcement and/or traffic control for pre-planned events such as parades, special events, marathons and nighttime parking enforcement. The City will make every effort to provide the Contractor with as much advanced notice as possible when these services are required. In addition, the Contractor will provide the City with names and telephone numbers of at least two qualified contact persons or a telephone answering service shall be utilized and the answering service shall be capable of contacting the Contractor by radio or cellular phone who can be called by City representatives when emergency calls for service occur during hours when the Contractor's normal work force is not present in the City of Santa Ana. These Contractor representatives shall respond to said emergency within one (1) hour from receiving notification. The City anticipates the need for this service of up to 5-occurrences per year for events that cannot be predicted in advance such as power outages, major collisions or other events that require traffic control on a wide scale. If additional personnel are required, the Contractor agrees to make every effort to fulfill the needs of the City to help mitigate the issue necessitating the response in a timely fashion. R. SUPERVISION OF CONTRACT AND MEETINGS WITH CITY All work shall meet with the approval of the Santa Ana Police Department. As determined necessary by the City, there shall be a minimum of one monthly meeting with the Contractor and the City representative to determine progress and to establish areas needing attention. Status reports of activities performed by the Contractor will be submitted in writing to the City on a weekly basis or as determined necessary by the City. Any specific problem area which does not meet the conditions of the specifications set forth herein shall be called to the attention of the Contractor and if not corrected, payment to the Contractor will not be made until condition is corrected in a satisfactory manner as set forth in the specifications. City of Santa Ana Police Department Request for Proposals for Parking Control Enforcement Services Page 16 25F-36 S. MATERIALS AND EQUIPMENT The contractor shall make a reasonable effort to purchase equipment and materials in the City of Santa Ana and to utilize Santa Ana vendors. Such efforts shall be provided to the City. The City shall have the ability to provide a list of possible Santa Ana vendors to the Contractor. The City has the option to purchase and provide materials. The City has the option to purchase special material or the City will reimburse the Contractor for purchase of special material only after authorization by the City. III. DEFINITIONS City - shall mean City of Santa Ana and representatives of the City of Santa Ana, i.e. Police Department or Public Works Agency. 2. Contractor Holidays - New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day or as designated by the City. 3. Inclement Weather - weather conditions that prohibit the effective operation of parking control enforcement operations. 4. Street - all paved dedicated public rights-of-way within the existing or future City limits. 5. Parking Enforcement Supervisor - an employee of the contractor with supervisory authority over the Parking Enforcement Checkers and possesses the requisite authority to make decisions, respond to complaints on behalf of the company and engage designees from the City regarding any service concerns. As an ancillary duty, a Parking Enforcement Supervisor may perform the duties of a Parking Enforcement Checker as outlined in this RFP including the enforcement of designated sections of the Santa Ana Municipal Code or the California Vehicle Code as authorized by the Chief of Police or traffic control. 6. Parking Enforcement Checker - an employee of the contractor assigned to perform the duties outlined in this RFP including the enforcement of designated sections of the Santa Ana Municipal Code or the California Vehicle Code as authorized by the Chief of Police or traffic control. IV. TERMS AND CONDITIONS A. TERM The term of this Contract is projected to commence on or about July 1, 2012 and terminate June 30, 2014. unless earlier terminated as set forth in Section H, below. City is granted an option to renew up to three additional two-year periods. Said options shall be exercised in writing at least thirty (30) days prior to the end of the initial term or any extension thereof. B. CONTINUED FUNDING In the event funding is not allocated for parking control enforcement services during the annual budget approval process, the City shall notify the provider of such occurrence in writing at least thirty (30) days before the end of the current fiscal period, and contract shall terminate on the last day of current fiscal period without penalty or expense to the City City of Santa Ana Police Department Request for Proposals for Parking Control Enforcement Services Page 17 25F-37 C. COMPENSATION 1. City agrees to pay and Contractor agrees to accept as total payment for its services, the rates and charges set forth in Contractor's Proposal, attached hereto and incorporated by reference. The annual amount to be expended for parking control enforcement services shall not exceed $ __annually, during the term of this Agreement. 2. Invoices a. The Contractor shall submit a monthly invoice by the 15"' of the month to the City for the services rendered in the prior month. b. All invoices for work performed under this contract shall be submitted electronically in a Microsoft Excel 2003 format or newer, or other format approved by the City Projects Manager or designee. c. The invoice shall include the following information at a minimum: i. Contractor's invoice number ii. Beginning and ending dates for services iii. City work order number (if applicable) iv. Work site address/location (if applicable) V. Unit cost, subtotals and total for invoice vi. GPS Route Maps (if determined required by City) 3. Payment by City shall be made within sixty (60) days following receipt of proper invoice, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance of a professional parking control enforcement services. 4. Adjustments to Charges The parties may annually agree to an adjustment of parking control enforcement services charges (not to exceed 2%) commencing at the end of the first year of the agreement, utilizing the month of December statistics and supporting documentation. The two indices which will be used for determining adjustments to parking control enforcement services charges shall be the most recent December Consumer Price Index (CPI) for All Urban Consumers for Los Angeles-Anaheim-Riverside CMSA, published by the United States Department of Labor Bureau of Labor Statistics or any relevant successor for the Orange County area. 5. Extra Work No new work of any kind shall be considered unless a separate estimate is given for said work and the estimate is approved by the City in writing before the work is commenced. The Contractor will be required to provide detailed information of such extra work. Documentation of contract compliance may be required on some occasions. D. INDEPENDENT CONTRACTOR Contractor shall during the entire term of this Contract, be construed to be an independent contractor and not an employee of the City. This Contract is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exe,cise discretion or control over the manner in which Contractor performs the services required by this Contract. However, the services to be provided by Contractor shall be provided in a manner consistent with all City of Santa Ana Police Department Request for Proposals for Parking Control Enforcement Services Page 18 25F-38 applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. E. INSURANCE Prior to undertaking performance of work under this Contract, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting there from and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting there from, and property damage, in the total amount of $2,000,000 per occurrence, $2,000,000 in the aggregate. 2. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $2,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non- owned automobiles. 3. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Contractor 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 Contract, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: a. Commercial general liability and business automobile insurance policies shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. A sample additional insured endorsement is attached hereto as Exhibit C. Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement, b. Certificates of insurance shall be furnished to the City upon execution of this Contract and shall be approved in form by the City Attorney. c. 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. If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Contract. Such termination shall not affect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. City of Santa Ana Police Department Request for Proposals for Parking Control Enforcement Services Page 19 25F-39 F. HOLD HARMLESS/ INDEMNIFICATION To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless City, its officers, agents and employees (collectively, the "Indemnified Parties") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims"), which may arise from or in any manner relate (directly or indirectly) to any work performed or services provided under this Contract (including, without limitation, defects in workmanship and/or materials) or Contractor's presence or activities conducted performing the work (including the negligent and/or willful acts, errors and/or omissions of Contractor, its principals, officers, agents, employees, vendors, suppliers, contractors, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable for any or all of them). Notwithstanding the foregoing, nothing herein shall be construed to require Contractor to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorney's fees in any action on or to enforce the terms of this Contract. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of incemnification to be provided by the Contractor. G. NOTICE Any notice, tender, demand, delivery or other communication pursuant to this Contract 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 to the following persons: To City: Clerk of the Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714-647-6956 With courtesy copy to: Douglas McGeachy, Commander City of Santa Ana Office of the Police Chief Santa Ana Police Department 60 Civic Center Plaza Santa Ana, CA 92701 Fax 714-245-8190 H. TERMINATION The City reserves the right to terminate the contract, without penalty, for cause immediately or without cause. 1. In the event Contractor fails or refuses to timely perform any of the provisions of this Agreement in the manner required, or if Contractor violates any provision of this Agreement, Contractor shall be deemed in default. City shall provide written notice of such default to Contractor's Project Manager. City of Santa Ana Police Department Request for Proposals for Parking Control Enforcement Services Page 20 25F-40 Contractor shall cure said default within a period of two (2) working days. If such cure is not completed in a timely manner, City may assess liquidated damages or terminate the Agreement forthwith by giving written notice to Contractor's Project Manager. City may, in addition to the other remedies provided in this Agreement or authorized by law, terminate this Agreement by giving written notice of termination. Contractor shall be responsible for all costs incurred by City, including replacement costs of equipment and labor required to provide service during Contractor's default. 2. This agreement may be terminated without cause by City upon thirty (30) days written notice delivered to the Contractor either personally or by mail. Upon termination, City shall pay to Contractor that portion of compensation specified in the Agreement that is earned and unpaid prior to the effective date of termination. In addition to, or in lieu of, remedies provided in this Agreement or pursuant to law, City shall have the right to withhold all or a portion of Contractor's compensation for contract services if, in the judgment of the Projects Manager or designee, the level of service falls below appropriate parking control enforcement standards and/or Contractor fails to satisfactorily perform contract services. City shall have the right to retain funds withheld until the Projects Manager or designee determines that contract services are performed as well and as frequently as required by this Agreement. 1. CONTRACTOR OPTION FOR TERMINATION The Contractor may request termination of the contract when conditions during the contract make it impossible to perform or when prevented from proceeding with the contract by act of God, by law or official action of a public authority or in the event on nonpayment by the City. Such request will require one-hundred and eighty (180) days written notice prior to contract termination date requested. In the event of nonpayment of undisputed sums by the City, Contractor shall give the City thirty (30) working days to cure the alleged breach. J. LIQUIDATED DAMAGES If the City determines that the Contractor breaches its promise to provide parking control enforcement services in compliance with the Terms and Conditions of applicable laws and regulations, and the specifications set forth above, it would be impracticable and extremely difficult to determine the damage to City arising from such breach. Therefore, in the event of Contractor's breach, Contractor shall pay to City the sum of $125 per hour per occurrence for such breach per parking enforcement personnel, in addition to any cost, fines, etc. levied against the City. K. EMPLOYMENT OPPORTUNITIES FOR SANTA ANA RESIDENTS Contractor shall solicit and advertise employment opportunities to Santa Ana residents. The City shall inform the Contractor of areas to publicize recruitment opportunities, such as work centers and community centers. Such effort and procedure will be provided to the City for review. L. EMPLOYMENT OF DISPLACED CITY OF SANTA ANA WORKFORCE The Contractor shall agree to extend offers of employment to any displaced City of Santa Ana parking control officer (PCO) meeting the Contractor's minimum hiring standards for a minimum of one year at a rate commensurate with their last base salary amount as a parking control officer (currently $4,382 per month). Thereafter, the Contractor may pay according to the Contractor's normal pay structure. The intent of the City is to find employment within the City for all displaced workers to the extent possible. Although the City does not anticipate requesting the Contractor to provide employment for any more than two (2) PCOs, the actual number of affected PCOs will not be known until the decision to award the contract has been made. Therefore, in addition to the proposed pricing, the Proposer City of Santa Ana Police Department Request for Proposals for Parking Control Enforcement Services Page 21 25F-41 shall use the pay scale provided above to provide an hourly adjustment for Year 1 for any displaced City of Santa Ana employee (refer to Exhibit B). The City agrees to negotiate any adjustments with the Proposer that may result from unforeseen circumstances resulting from the implementation of this provision. Any request to negotiate shall be submitted to the City for review in a timely manner along with any facts that would justify the need to renegotiate this provision. M. CONTRACTOR COMMUNITY EVENT PARTICIPATION AND PUBLIC AWARENESS If requested by City, Contractor shall participate in extensive public awareness efforts and community events and programs, such as neighborhood and City events. Such participation shall be upon City request provided with reasonable notice of event timing. Such events will not exceed four (4) per year. N. COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS 1. Contractor shall perform all requirements under this contract in strict observance of and in compliance with all applicable environmental, traffic, safety and any other laws, regulations, ordinances, codes and any other legislative or statutory requirements. 2. Contractor warrants that the performance of services under this contract shall be compliant with the current requirements of the Occupational Safety and Health Act (OSHA) and as it may be amended or updated throughout the term of this contract. 0. ASSIGNMENT Inasmuch as this Contract is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate or subcontract any interest herein without the prior written consent of City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. P. JURISDICTION - VENUE This Contract has been executed and delivered in the State of California and the validity, interpretation, performance and enforcement of any of the clauses of this Contract 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 Contract. Q. FINES The Contractor shall be liable for all violation fines levied against the City by, but not limited to, AQMD, State or Federal Agencies and the Courts such as, but not limited to, oil or fluid leaks. City of Santa Ana Police Department Request for Proposals for Parking Control Enforcement Services Page 22 25F-42 Exhibit 3 25F-43 Y V \? a- ?= C ITY O F SA NTA AN A a? ? W RE Q UEST F OR PROPO SAL PARKI N G C ONTRO L Wy EN F ORCE M ENT SERVI CES V INSIDE THIS PROPOSAL COVER LETTER COMPANY EXPERIENCE AND QUALIFICATIONS PERSONNEL EXPERIENCE IMPLEMENTATION PLAN BID FORMS (EXHIBITS B - EXHIBIT G) COMPANY FINANCIAL STATEMENTS MAY 15, 2012 25F-44 Central PARKIN G May 15, 2012 Douglas McGeachy, Commander City of Santa Ana Santa Ana Police Department 60 Civic Center Plaza Santa Ana, CA 92701 Subject: Request for Proposal for Parking Control Enforcement Services RFP 12-030 Dear Mr. McGeachy: Central Parking 3420 Bristol Street Suite 225 Costa Mesa, CA 92626 Phone: 714 7512855 Fax: 714 751 3650 Website: www.parking.com We thank you for allowing Central Parking to participate in your request for proposal for Parking Control Enforcement Services for the City of Santa Ana. We are very excited about the opportunity to partner with the City In helping make their Enforcement Programs a citizen friendly and customer services driven system which encourages continued economic prosperity for the City. Central Parking is well versed in Municipal parking operations as well as the nuances of working with and representing a public entity. Our programs are structured to encourage citizen involvement and feedback while practicing consistent and Impartial services at the direction of our clients. As one of the largest operators of parking and parking related services in the nation, we manage over 2,400 facilities nationwide, many of which are located in Southern California. We manage portfolios for many local public agencies including the cities of; Anaheim, Long Beach, Los Angeles, Riverside, Santa Monica, Carson, Anaheim Redevelopment Agency, LAX Airport, Toll Roads of Orange County as well as Newport Beach where as part of our turn-key solutions we currently provide enforcement services. A more comprehensive list of our municipal references is included in Section 1- Company Experience. Based upon your RFP guidelines, we have prepared a succinct and comprehensive proposal that encompasses the needs of serving the citizens of the City in a manner that is expected by you. Through our on site visits, we have a firm understanding of the complexities of your operations. Our desire is to bring as much professionalism to the City in our management of the City's Parking Enforcement Program, as you have in your own progressive City management. In our response to this RFP, we have paid special attention to the City's primary goals of selecting a qualified team that will provide a first class operation while ensuring a safe, citizen-friendly, fair and well-maintained enforcement system. We are confident that with the implementation of our plan, the City will see measurable results in the short term. Our experienced management team will be responsive and will successfully serve the needs of the City with a sense of urgency. In addition, our goal will be to make necessary operational recommendations to maximize citation revenues and to achieve operational excellence through the implementation of cutting edge technology by modernizing the current enforcement equipment and to increase the quality of services for the public. 25F-45 central PARKIN G Central Parking 3420 Bristol Street Suite 225 Costa Mesa, CA 92626 Phone: 714 7512855 Fax: 714 7513650 Website: www.parking.com With decades of experience, Central Parking has proven to be an effective, dedicated and committed partner to the overall success of complex parking and enforcement programs for municipalities throughout the United States. The experience and expertise we have gained over the years, along with the qualifications of our management team, our local presence and the financial strength of our corporation will make us a valuable resource to the City of Santa Ana. We have progressively developed site specific manuals, training methods and policies & procedures that provide the operations with a consistent level of service and ultimately achieving operational excellence. We will conduct an Initial Operational Effectiveness Study within 90 days of the start of the operations to make recommendations to the City of Santa Ana for technologically enhanced enforcement citation issuance technology as well as citation collection processes. In addition, Central Parking will utilize our current enforcement staff in Newport Beach for mentoring and training of the staff in Santa Ana. We also will have the ability to mobilize additional staff within a moment's notice by cross training our Newport Beach Enforcement Staff. This will ensure uninterrupted service as well as our ability to extend our enforcement efforts, should the City of Santa Ana desire. Awarding this contract to Central Parking would enable the same excellent service and the start of a long lasting relationship. All elements of this RFP have been reviewed and understood. At the successful execution of a mutually agreed upon Agreement, our intent is to perform the services as outlined in this RFP and as required by the City. We are willing to enter into an Agreement with the City under the terms and conditions prescribed by this RFP and in the Sample Agreement, subject to any additional information provided in the addendums and subject to any exceptions noted during the contract negotiation phase. Please direct all questions and communications regarding this proposal to: Muhammad Mansoor, General Manager 3420 Bristol St, Suite 225 Costa Mesa, CA 92626 Phone: 714.751.2855 Fax: 714.751.3650 Email: mmansoor@parking.com Sincerely, Muham ad A. Mansoor 25F-46 Zr 0.. 1 QUALIFICATIONS AND EXPERIENCE Z W V u INSIDE THIS SECTION ABOUT CENTRAL PARKING PARKING ENFORCEMENT,EXPERIENCE LOCAL SUCCESS STORIES MUNICIPAL REFERENCES LETTERS OF RECOMMENDATION f, 25F-47 SECTION 1, COMPANY QUALIFICATIONS AND EXPERIENCE ABOUT CENTRAL PARKING Central Parking System is North America's largest parking services provider. The company owns, operates and manages parking and related services including: parking meter enforcement; design consultation; toll-road collections; parking notice and collection services; surface and multi-level parking facilities; customer and em- ployee shuttle services; valet and special event parking. The Company operates approximately 2,500 parking facilities containing 1.2 million spaces with 17,000 employees. The Company's clients include some of the nation's largest owners and operators of mixed-use projects, office buildings, hotels, stadiums and arenas as well as airports, hospitals and municipalities. With over one million cars parked daily throughout the country, Central is one of the most qualified firms to operate the City of Santa Ana Parking Enforcement Program. Central Parking's national presence, our unmatched experience in municipal operations and the financial strength of our corporation are only a few of the highlights that make us a valuable resource to the City of Santa Ana. With our Orange County office located in close proximity on Bristol/Sunflower by South Coast Plaza, not only we will be able to monitor the program more closely, but also will be able to provide added supervision and needed support to our Santa Ana team. We have 500 active staff members within a 25 mile radius of Santa Ana, 22 of them are highly skilled managers. We have an additional 1,500 employees serving the greater Los Angeles area. In addition, Central Parking will utilize our current enforcement staff in Newport Beach for mentoring and training of our team in Santa Ana. We also will have the ability to mobilize additional staff with short notice by cross training our Newport Beach Enforcement Staff in Santa Ana. This will ensure uninterrupted service as well as our ability to extend our enforcement efforts, should the City of Santa Ana desire. We also have a proven and established record of success with a variety of parking equipment, techniques and policies in operating municipal systems. We are well- versed in the recommendation, implementation and management of state-of-the-art parking equipment, as we utilize these technologies at numerous company-owned and managed facilities, as well as with on and off street parking operations. Across the Americas, Central has built a reputation for providing innovative and effective systems for the management and operation of both municipal enforcement and on-street & off-street parking programs. Our experience is unsurpassed in the industry for providing parking management expertise inclusive of management of parking enforcement, self park facilities, meter collections, meter enforcement, violation processing, meter maintenance, merchant validations and parking permit programs. Our sound understanding of the principles behind municipal parking. operations allows us to effectively manage the parking assets and attain best-in- class levels of efficiency, customer service and market share. Page 2 -=? Central Parking offers a broad base of support -operational, technical, financial, and legal - at local and national levels that is unmatched in the parking industry. Our range of experience makes Central Parking uniquely qualified to address the challenges and needs of the parking enforcement program for the City of Santa Ana. ` 25F-48 SECTION 1, COMPANY QUALIFICATIONS AND EXPERIENCE Paget UNPARALLELED MUNICIPAL EXPERIENCE Here is a list of our Municipal Clients; • City of Newport Beach, CA (On Street Enforcement & Meters) *Awarded in 2011 • City of Riverside, CA (On and Off Street) • City of Anaheim, CA (Off Street) • City of Santa Monica, CA (Off Street) • Los Angeles International Airport (Los Angeles) • City of San Jose CA (Off Street) • City of Charlotte, NC (On and Off Street) • City of Newport, RI (On and Off Street) • City of Virginia Beach, VA (On and Off Street) • Town of Fort Meyers Beach, FL (On Street) • City of Mobile, AL (On Street) • Howard County, MD (On Street) • City of Evanston IL (Off Street) • Lowell, MA (On-Street) • Portland, OR (Awarded in 2011) • Richmond, VA (On and Off Street) • Denver, CO (RTD) • City of Phoenix, Phoenix, AZ • Mecklenburg County, Charlotte, NC • Union Pacific Rail Road Headquarters, Omaha, NE • Library Garage, Nashville, TN • City of Tulsa OK 25F-49 SECTION 1, COMPANY QUALIFICATIONS AND EXPERIENCE Page3 LOCAL SUCCESS STORIES Past success in municipal projects is a key indicator of what City of Santa Ana can expect from Central Parking with its management of the Parking Enforcement program for the City. Here are profiles of some of our most recent success stories: CITY OF SANTA MONICA Serving since June, 2009 With 25 garages and surface lots and 12,000 spaces, Central Parking System's contract with the City of Santa Monica is the city's largest. Parking facilities serve the recently renovated Santa Monica Mall, the pedestrian 3rd Street Promenade and the Santa Monica Library. In addition, the contract covers all beach parking for this busy area which attracts locals and tourists alike. Central is currently working with the City to upgrade several of the city's metered lot and we also manage a popular bike-valet program. Annual gross revenues are close to $25 million with an operating budget of close to $5 million and the implementation of tighter cash controls has resulted in increased revenues for the City. As a testament to Central Parking's success, the City has just awarded us the management of 3 additional parking facilities. CITY OF LONG BEACH Serving since April, 2007 The City of Long Beach was looking for a highly qualified and experienced operator to manage their entire parking portfolio and Central Parking was able to meet and ex- ceed their needs. This portfolio consists of 7,780 parking spaces at 18 different locations. City Place, a 350,000 square foot retail development in the heart of down- town Long Beach, offers a unique environment with all mixed-use facilities. Central has been very successful in providing a smooth traffic operation while maintaining the highest level of customer service. Close supervision and strict operational con- trols at the Aquarium of the Pacific parking structure have also helped the City maxi- mize their parking revenues. A close partnership with the City on strategic planning for the Grand Prix of Long Beach, 4th of July festivities and the Long Beach Marathon have resulted in a staggering 100% increase in revenues from special events. CITY OF ANAHEIM Serving since November, 2008 Central Parking operates the Anaheim Hilton Parking Structure, a shared facility for visitors and employees of the Convention Center and the Anaheim Hilton. In the past several years, Central has successfully identified and resolved all critical issues noted during the transition period, creating a user-friendly parking environment while maximizing revenues and profits for the City of Anaheim. Strict controls and attention to accounting details have increased profits for the City. In addition, we replaced all generic validation programs with a secured validation program, resulting in higher revenues. Through our partnership with the City, we have been instrumental in reducing operating expenses while maintaining the highest level of customer service. In the past 28 months, the City of Anaheim has received a monthly surplus payment in each of these months when historically, prior to November 2008, the City was being invoiced by the previous parking operator. 25F-50 SECTION 1, COMPANY QUALIFICATIONS AND EXPERIENCE Page4 LOCAL SUCCESS STORIES (CONT.) CITY OF NEWPORT BEACH Operating since May 2011 The City of Newport Beach is Central Parking's largest On-Street Contract. It is a true Public-Private-Partnership (P3) and is the first of its kind in California. It is a turnkey operation providing collection, maintenance, and enforcement services. We conducted a three week technology / feasibility study and made the specific recommendations for implementation. Our financial models projected a 25-30% revenue uplift using the proposed infrastructure upgrade/ diligent project administration, and operating efficiencies. City Revenue of 2.8M vs. CP Revenue of ;-^ 3.6M. City Overhead of 500K vs. Central Overhead of 550K, as well as twice the number of employees to properly administer the program. Our 10 month revenue uplift actual is 29.07%. Central purchased/brokered the equipment on behalf of the . K" • ' City. We were able to use our national discount of 55%. Central also deployed/ ,a installed nearly 1 Million in infrastructure in the first month of the contract. Deployment and installation was all handled in-house by Central saving thousands in up-front costs. Central also instituted a Meter Hotline so that patrons can provide feedback and report meter issues allowing us to better serve the public and keep the system operational. CITY OF RIVERSIDE Operating since July 2011 Central Parking was awarded the contract in July 2011. In the first 10 months of managing the City parking program, Central has been successful in increasing Net Revenue by 3.3%, has added 15 single meter stalls, added 21 multi-space stalls and has written detailed analyses for their annual downtown "Festival of Lights" event, providing ROI assessments for various price points should the city decide to charge for future events. Central also staffed the 2011 Festival of Lights event, providing way-finding signage and customer service ambassadors to serve the approximately 50,000 visitors. Implemented a bi-weekly maintenance reporting program detailing various maintenance projects completed throughout the portfolio. Renegotiated vendor contracts to get more accomplished at the same cost and reduced vendor monthly charges by 50% due to our national contract. Coordinated with Riverside Police Dept to alleviate vandalism issues in one garage; increased lighting and added security. Tightened protocols on cash-handling and key-carrying practices and various enhancement projects. ANAHEIM REDEVELOPMENT- DOWNTOWN ANAHEIM Operating since February, 2010 Anaheim Redevelopment Agency selected Central Parking to operate the Downtown Anaheim parking portfolio in February 2010. Scope includes the management of 5 Parking Structures with over 2,500 spaces in a mixed use environment. Agency was looking for an operator to assist the Agency in coordinating bids for a new PARCS system while managing fully operational facilities. In this short time, Central Parking has successfully coordinated bids for the upgrade of parking equipment on behalf of the Agency. Installation of new Skidata equipment is in progress with one parking structure completed in February 2011. We have implemented an effective management plan that provides these operations with a consistent level of service. Additionally, we successfully identified all audit loop holes and have introduced online billing for all of their monthly parkers (this was non existent in the past). With the help of our audits, we were also able to increase monthly parking revenue. 25F-51 SECTION 1, COMPANY QUALIFICATIONS AND EXPERIENCE ?agaa REFERENCES Central Parking has listed 5 references from California muncipalities we are currently working with: CITY OF SANTA MONICA Frank Ching, Parking Coordinator rt' City of Santa Monica 1717 4th Street Santa Monica, CA 310-458-8299 ..r.! Frank.Ching@smgov.net Serving since 2009 CITY OF LONG BEACH David Roseman, City Engineer City of Long Beach 110 Pine Street Long Beach, CA 90802 562-570-6331 David. Roseman@longbeach.gov Serving since 2007 CITY OF ANAHEIM 800 W. Katella Avenue Anaheim, CA 90802 Mike Uren, Parking Manager 714-765-8930 MUren@Anaheim.net Serving since 2008 ANAHEIM REDEVELOPMENT AGENCY 201 S. Anaheim Blvd. Anaheim, CA Christine Long, Senior Project Manager 714-765-4324 CLong@Anaheim.net Serving since 2010 25F-52 SECTION 1, COMPANY QUALIFICATIONS AND EXPERIENCE Page6 REFERENCES (CONT.) CITY OF RIVERSIDE Arlene Armendariz, Public Parking Services Supervisor City of Riverside 3900 Main Street, Riverside, CA 92522 951-826-5953 AArmenda rizOriversideca.gov Serving since 2007 CITY OF NEWPORT BEACH Tracy McCraner, Treasurer and Director of Finance City of Newport Beach 3300 Newport Boulevard, Newport Beach, CA 92658 949-644-3127 tm ccra nerO newportbeachca .gov Serving since 2011 Enclosed please find letters of recommendations from some of our clients. 25F-53 Re: Letter of Recommendation for Central Parking System To whom it may concern: Central Parking System (CPS) was awarded the on-street parking operations contract for the City of Newport Beach, California after an extensive selection and interview process. They are responsible for all aspects of the 2,600+ parking space system including collections, maintenance and enforcement. They have exceeded my expectations in every facet of their operation. Most notably: 0 Revenue Uplift & Reporting - CPS has consistently run 30% over the previous year's numbers. We attribute this to their diligence in providing an operable system, their recommendation and installation of the new meters and infrastructure as well as consistent enforcement. They have also provided a robust reporting package that allows us to accurately track our partnership on a daily basis. Community Involvement - They engaged immediately in what has become an ongoing community and stakeholders outreach program. They have attended our local community meetings including our Business Improvement District meetings. They have also provided a customer service hotline for information and dispute resolution. Transition & Professionalism - The CPS management team as well as the transition and training teams have been instrumental in the success of our program in Newport Beach. They were asked to transition with only a 30-day timeline for the opening of a turnkey Municipal On-Street Contract. Central Parking managed to complete the tasks at hand, all while installing our new infrastructure of over 1,600 metered spaces to Single Space Credit Card Meters (IPS) as well as Pay-Stations (Digital Payment Technologies). Central's commitment to excellence and customer service, and their comprehensive plan of operation distinguished them from their peers. Their performance and the success of the transition has solidified that perception from our citizens to our city council. Please feel free to contact me directly should you have any questions. I can be reached at 949.644.3123 or via email at tmccraner-@new-Portbeachca.po.v . Kind Regards {t Tracy McCrarke` Director of Finnce r` _ ¢ 3300 Nle-,. crt Boulevard . Post Office Bow 768 - Nevtraort Beach, California 92658-8915 "lei.-phone: 949) 6-1-1-3127 - Fax: ,94 L6? 3 - PTebsite; vnvrvr.new-portbeachca.gov qe ANAHEIM ,co Michael Uren Facility Services/Parking Manager Anaheim Convention Center 800 W. Katella Avenue Anaheim, CA 92802 To Whom It May Concern: Please take under advisement this letter of support for Central Parking System, as you review and consider their proposal for Parking Management Services. It is with great pleasure that I extend my support for Central Parking. Since November 1, 2008, Central has managed the Anaheim Hilton Parking Facility also known as CarPark- 2 with much success. This parking facility services both the Hilton Anaheim and the Anaheim Convention Center and presents a challenging operation. During their tenure, Central Parking has maximized the profits for the City by identifying revenue collection loopholes and eliminating them through tighter controls, while keeping operating expenses well under budget. Central Parking's management has been extremely responsive to the City's needs. They have identified all major issues and resolved them successfully. Their customer service is above reproach, and their staff is always professional and courteous. In my experience, Central demonstrates consistently ethical conduct and passion for their work. I enthusiastically recommend Central Parking System for the management of your parking operation(s). Please don't hesitate to contact me should you require further details. Sincerely, is ae ?Ulre(n Facilities Services/Parking Manager Anaheim Convention Center 800 WEST KATELLA AVE., ANAHEIM, CA 92802 Y TELEPHONE 714-765-8950 • FAX 714-765-8965 25F-55 Public Works Department May 3, 2012 To Whom It May Concern: This letter is to advise you of our experience with Central Parking as the City of Riverside parking operator. Central Parking System was awarded the contract to manage all of City of Riverside parking facilities in July 2011. At the time, the City of Riverside was looking for a single source operator to manage their downtown parking facilities. The parking facilities consists of a mixture of off-street and on-street parking facilities with 4 parking structures, 19 surface lots, 79 Pay-by-space machines, and 154 on street single space meters. These facilities serve the tenants, employees and visitors of City Hall, the Courthouse, downtown office buildings and area businesses. Due to the demand and utilization of these facilities by multiple high demand users, it was crucial for the City to locate an operator with the highest aptitude for efficiency and customer service. Central Parking has proven to be a perfect fit. Their team operates with a sense of urgency and with a true owner's perspective that is hard to find in the industry. We have found their management team to be professional, proactive and one that possesses industry knowledge and expertise. They are extremely responsive to our needs and are committed to providing excellent service. During the first ten months, Central provided a seamless transition while ensuring a smooth operation and maintaining the highest level of customer service. Their close supervision and strict operational controls have also helped the City maximize their parking revenues. Central has worked very closely with the City on all areas of parking and security, in addition to helping the City with strategic planning of all special events. In summary, my overall experience with Central Parking has been very positive and we are, actively pursuing new opportunities with a parking focus due to our comfort level with Central Parking as both an operator and a partner. I happily endorse Central's quality personnel and their results. Please feel free to contact me at (951) 826-5953 should you need any additional information regarding our partnership with Central Parking System. Sincerely r Arlene Armendariz Public Parking Services Supervisor Public Works Department City of Riverside 3900 Main Street 0 Riverside, CA 92522 • 951.826.5341 0 25F6569 www.riiversidem.gov 0 z 79 6 er z a- a:E .J W F- ? N Z V> W 0 PERSONNEL EXPERIENCE N S I D E T H I S S E C T I O N ORGANIZATIONAL STRUCTURE STAFFING PLAN - TEAM SANTA ANA ORGANIZATIONAL CHART LOCAL MANAGEMENT SUPPORT SENIOR LEADERSHIP TEAM 25F-57 SECTION 3, PERSONNEL EXPERIENCE ORGANIZATIONAL STRUCTURE Since 1968 Central Parking System has grown to be the largest parking and enforcement services provider in the country. Privately held since 1997, today the corporation operates nearly 2,400 facilities in over 60 cities across the United States with over 14,000 employees nationwide. The Company is built on the fundamentals of integrity and delivery of the high- est level of service to patrons and clients. PROFESSIONAL TEAM Central Parking System's local leadership consists of veteran parking professionals who are responsible for executing our operations and recommendations. Brief descriptions of each member of the team are listed below, with enclosed resumes for local team members: Robert Kamper, VP- Municipal Division Bob Kamper is Vice President of Municipal Services and P-3 (Public Private Partnership). Bob is dedicated to large scale institutional and govern- mental On and Off Street contracts including conducting continual best practices and opera- tional audits. He will be a key member of Central's management team for Santa Ana. His background includes progressive parking management experience in multiple major mar- kets including Tampa, Nashville, New Orleans, Charlotte, Denver and Baltimore. In addition, Bob has been directly responsible for turnkey operations throughout the country for major municipalities. He completed the Standard Operating Procedures for Central Parking Sys- tem's Operational Excellence team in 2007. Mr. Kamper is a Graduate of Elmhurst College where he earned a B.A. in Psychology. Muhammad Mansoor, General Manager-Orange County, California Muhammad has over 16 years of management experience with 9 years in the parking industry. He had diverse experience in accounting and retail management prior to joining Central Parking in 2003. His current experience includes working with major Municipal clients within the greater Los Angeles and Orange County areas, including the City of Newport Beach, the City of Long Beach, the City of Anaheim, the City of Riverside and the City of Carson. He is also responsi- ble for company operations and contract compliance at other key projects within Orange County, such as the Toll Roads of Orange County, Downtown Anaheim Portfolio, Anaheim Hilton/Convention Center, UCI Medical Center, the Offices of South Coast Plaza, including the Orange County Performing Arts Center, and Westin South Coast Plaza. Muhammad is also responsible for the management of Parking Enforcement Program for the City of New- port Beach. In the past, he spearheaded the Street Sweeping Enforcement Programs for the City of La Habra and the City of Carson, including oversight of the adjudication process for the City of La Habra under their Street Sweeping Enforcement Program. Peter Cho, Senior Operations Manager-Orange County, California Based out of our Costa Mesa office, Peter is a well-seasoned manager with over 17 years of parking industry and customer service experience. Peter co-managed the Street Sweeping programs for the City of La Habra and the City of Carson in the past. His most recent experience includes parking enforcement program for the City of Newport Beach and parking management for the City of Riverside. He is directly responsible for all aspects of parking management, including client satisfaction, revenue controls, full P&L responsibility, specials events, valet and self-parking, and mixed-use projects. He will act as a primary contact for the City of Santa Ana. Jeff Hosfeld, Proposed Manager--City of Santa Ana Jeff Hosfeld has over 5 years of experi- ence in the parking industry. He currently serves as the Project Manager of the Eastern Foothill Transportation Corridor of the Toll Roads. In his current assignment, he is directly responsible for the day to day operation of the busiest and most challenging Toll Plaza that serves as a gateway between the Inland Empire and Orange County. Jeff currently manages a staff of 25 employees including 4 Assistant Managers and 4 supervisors. He is responsible for client satisfaction, traffic control, traffic volume forecasting, staffing and employee schedules. Prior to joining our Toll Roads operation, Jeff was a Project Manager at Park Place in Irvine, CA. He was part of a team that managed this high end commercial /retail mixed use real estate campus with over 4,000 parking spaces in four parking structures. His dedication and aptitude for learning has helped him to excel in every project. Pale 1 25F-58 SECTION 3, PERSONNEL EXPERIENCE STAFFING PLAN - CITY OF SANTA ANA PARKING TEAM Regional Vice President Parking Parking Enforcement Enforcement Officer Officer Parking Enforcement for Operations Manager Jeff Hosfekl Project Manager City of Santa Ana Parking Enforcement i Vice President Municipal Divisior Enforcement I I Enforcement Officer Officer Parking Enforcement Officer Page 2 25F-59 SECTION 3, PERSONNEL EXPERIENCE Page3 2837 West Edinger Ave. Santa Ana, CA 92704 C: 714.290-4854 mmansoor@parking.com MUHAMMAD A. MANSOOR SUMMARY OF Results-oriented executive manager with over 9 years of parking industry experience working QUALIFICATIONS with municipal and private contracts handling both on and off-street parking. Creative and focused team player with an impressive record of accomplishments. Proven ability to manage multiple projects while achieving cost savings and customer satisfaction. PROFESSIONAL Central Parking System, Inc. - Costa Mesa, CA EXPERIENCE General Manager, Orange County (October 2007 - Present) General Manager for Orange County area with over oversight for 500 employees and 18 parking operations throughout the region. ¦ Full financial responsibility for the region: cash management; monthly financial reports, forecasts and annual budgets; revenue collection. ¦ Management Responsibilities: oversight of all personnel actions - hiring, firing, development and disciplinary actions. Coordinate monthly managers' meetings and training programs. Manage special events and seasonal operational programs. • Actively involved and responsible for business development with Orange County. Operations Manager, Orange County (December 2004 - October 2007) Operations Manager for 6 parking contracts with 20 locations within Orange and Riverside counties with 150 Employees, providing parking, transportation, enforcement and valet services. Actively involved in new business development. ¦ Handled monthly financial reports, forecasts and annual budgets, revenue collection and administrative functions and oversaw all personnel actions. ¦ Successfully completed Central Parking's Advanced Training Program in 2006. ¦ Assisted General Manager in responding to RFP's including proposal preparation and presentations. ¦ Played an active role in the transition and implementation of key projects such as UCI Medical Center and City of Long Beach. ¦ Acted as a city leader in the absence of the General Manager. Area Manager, Orange County (February - December 2004) Oversaw the management of 4 mixed-use garages, including valet and special events operations. Supervised 3 Project Managers with a staff of over 50 employees. ¦ Primary client contact; made operational recommendations to owners. ¦ Trained and developed managers to ensure quality service and client satisfaction. Project Manager, South Coast Plaza (.tune 2003 - February 2004) Responsible for parking operations at South Coast Plaza in Costa Mesa. EDUCATION California State University, Long Beach - Long Beach, CA • Bachelor of Science in Business Administration SKILLS Superior total quality management, negotiating, organizational and administrative skills. Proven leadership skills with ability to motivate others and encourage peak performance. Expertise and knowledge of PARCS (Parking Access and Revenue Control System) software and hardware. 25F-60 SECTION 3, PERSONNEL EXPERIENCE Page 4 4442 Robin Drive La Palma, CA 90623 714.287.5095 PchoOparking.com PETER CHO SUMMARY OF Seasoned parking industry professional with over 17 years of experience. Extensive QUALIFICATIONS operational management experience with increasing responsibility. On and off-street parking experience working with municipalities. PROFESSIONAL Central Parking System - Orange County, CA EXPERIENCE Senior Operations Manager (August 2009 - Present) Motivate and develop a team of 11 Project Managers and 3 Operations Managers who oversee 450 in Orange County and the Greater Long Beach area. Has direct oversight for all operational issues for Orange County. ¦ Assist in compiling monthly financial information and capital budget status for clients and Central Parking System's General Manager. • Monitor a staff of four full time and on-call security personnel for the City of Carson. . ¦ Hands-on interaction with clients and contractors through status meetings, safety meetings and location tours. Area Manager (July 2005 - July 2009) Managed 3 Project Managers who supervised 11 locations. Profit and loss responsibility for contracts with over $4 million in annual gross revenues. ¦ Oversaw special event operations at the Orange County Performing Arts Center. ¦ Prepared operating and variance reports, along with facility budgets for clients. • Participated in ongoing management training to gain expertise in claims management, opening new locations, management development, cash control and financial statements. ¦ Responsible for Accounts Receivable and collections for area parking facilities. Modern Parking - Los Angeles, CA Operations Manager (January 2000 - July 2005) Oversaw the daily operations of 14 properties throughout Los Angeles and Long Beach. • Hired and trained managers and supervisors for all locations. ¦ Analyzed and audited weekly and monthly reports. ¦ Provided client support and operational support. Standard Parking Corporation - Pasadena, CA Project Manager, Pasadena Towers (May 1998 - January 2000) AMPCO System Parking - Los Angeles, CA Project Manager, Various Locations (May 1995- May 1998) EDUCATION Cypress College - Cypress, CA ¦ Coursework in Business Administration. SKILLS Familiar with most parking management software and equipment including Amano, Federal APD access and revenue coni perrgind DSX access control systems. SECTION E, PERSONNEL EXPERIENCE Pages 28401 Los Alisos #7210 Mission Viejo, CA 92692 949-463-4377 jhosfeldOparking.com JEFF HOSFELD SUMMARY OF Proven manager with over 5 years of experience in the parking industry, possessing core QUALIFICATIONS competencies in leadership, communication and customer service. Task oriented manager that excels in multitasking and team building. PROFESSIONAL Central Parking System - Orange County, CA EXPERIENCE Project Manager, The Toll Roads (September 2009 - Present) Manage a multi-million dollar revenue generating toll booth operation. Manage a staff of 25 employees on this very busy and challenging seven day operation. ¦ Responsible for the day to day operations, including personnel management and traffic volume forecasting. Provide clear and concise information to the client on a daily basis. ¦ Ensuring the safety of Toll Road users by maintaining a program of road ambassadors that drive the 20 plus miles of the Eastern Transportation Corridor through maintenance, helpful signage and hazard reports to the California Highway Patrol. ¦ Work with different agencies to identify customer concerns and come up with solutions that are put into best practices at all the Toll Plazas. Project Manager, Park Place, Irvine, CA (September 2007 - August 2009) Responsible for all traffic coordination, marketing and maintenance for one of the largest mixed-use properties in Orange County • Oversaw a staff of 30 employees that included valets, cashiers and maintenance personnel. ¦ Prepared operating statements and analysis to the Operations Manager. ¦ Responsible for daily walkthroughs with maintenance supervisor to ensure facility cleanliness. H&R Block - Irvine, CA Senior Mortgage Funder (November 2004 - November 2006) Audited all mortgage documents to ensure full compliance with State and Federal guidelines. Worked expeditiously to execute and deliver documents to agents and borrowers. ¦ Received "Best on the Block Award" in Q12005 forgoing above and beyond. ¦ Received" Funder of the Month" Q3 2006 for efficiency and professionalism. ¦ Excelled working in a fast paced office with demanding deadlines. JP Morgan Chase - Irvine, CA Senior Mortgage Closer / Wholesale Operations (August 2003 - August 2004) Responsible for auditing files prior to document draw, compliance management, and post- closing preparation. ¦ Funded over 200 Mortgage loans in the three different months. ¦ Four time recipient of the Service Star Award for continuous excellence and productivity. EDUCATION California State University, Fullerton - Fullerton, CA • Bachelors of Arts in Business Administration -1998 SKILLS Team player with strong communication skills that possesses a great customer service attitude. 25F-62 SECTION 3, PERSONNEL EXPERIENCE Page6 SENIOR LEADERSHIP TEAM JAMES A. MARCUM PRESIDENT AND CHIEF EXECUTIVE OFFICER Mr. Marcum is the Chief Executive Officer, President and a Director of the Company. Prior to joining the Company, Mr. Marcum has had a distinguished career having served in senior executive leadership and directorship roles at several large national retail chains focused on consumer electronics, home entertainment, home furnishings, as well as, the drug, health and beauty aids, toys and apparel and footwear categories. In such capacities, Mr. Marcum has gained extensive experience in managing highly complex operating environments in both growth and turnaround situations. Mr. Marcum is responsible for contract execution and business expansion for Central Parking System throughout the United States. JAMES H. BOND EXECUTIVE VICE PRESIDENT James H. Bond is Executive Vice President of Central Parking Corporation, headquartered in Nashville, Tennessee. He received a Bachelor of Science degree in Civil Engineering from the University of Kentucky and a Master of Science degree in Engineer- ing Management from Vanderbilt University. Mr. Bond has been with Central Parking Corporation since 1971, where he began his career as Regional Vice President in St. Louis, Missouri. He returned to headquarters in Nashville, Tennessee after being named Chief Operating Officer in 1981. In 1990 he became President and Chief Operating Officer. In 1995, the Company went public on the New York Stock Exchange. In 2002, he was named President of International Operations, where the Com- pany's business ultimately expanded to 14 countries throughout North and South America and Europe. Central Parking Corpo- ration was purchased by private equity ownership in 2007, and with the sale of the International portfolio, Mr. Bond assumed his current position and has responsibility for the Company's daily operations, as well as some of the Company's strategic ini- tiatives including: Operational Excellence, Airports, Stadium and Arenas, and National Accounts. Mr. Bond has held Board positions with many organizations outside Central Parking, including the Nashville Chamber of Com- merce, Tennessee Repertory Theater, Martha O'Bryan Center, and the National Parking Association. SETH SHURTLEFF VICE PRESIDENT AND REGIONAL MANAGER - SOUTHERN CALIFORNIA Seth has oversight for 145+ parking facilities in and around Los Angeles, Orange County, San Diego, Phoenix and Tucson, and he brings a high level of.expertise to the region. Mr. Shurtleff joined Central Parking last year, coming from LAZ Parking where he was a Regional Manager in the Northeast. He successfully managed a parking facility contract which included 65 mixed-use Massachusetts Bay Transit Authority (META) parking facilities throughout Massachusetts. He oversaw the enforcement piece for META, which included the issuance of 1,000 violations per week and ensuing collections. 25F-63 a z_ Y Q 0. J Q IMPLEMENTATION PLAN INSIDE THIS SECTION STATEMENT OF UNDERSTANDING AND APPROACH PROJECT APPROACH • OVERVIEW • PHASING APPROACH/SCOPE OF SERVICES • EQUIPMENT • ABILITY TO MEET PERFORMANCE OBJECTIVES • EMPLOYEE HIRING & TRAINING PROGRAMS OPERATIONAL RECOMMENDATIONS ' 25F-64 SECTION 3, IMPLEMENTATION PLAN STATEMENT OF UNDERSTANDING AND APPROACH We understand that the City of Santa Ana desires to enter into an agreement with one qualified company to provide enforcement services for the execution of a comprehensive Parking Enforcement Program on behalf of the City. These services will include enforcing parking regulations as outlined in the RFP 12-030 according to the Santa Ana Municipal Code for Residential Street Sweeping, Residential Permit Parking District Enforcement and other Parking Enforcement Services. We are eager to assist the City of Santa Ana and the Santa Ana Police Department in achieving its Mission and commitment to providing "Nigh Quality Services, Innovative Leadership, Problem Prevention Through highly trained and professional employees in modern facilities using the latest technology". Central Parking System has the unique experience of having both historic, as well as current knowledge of parking enforcement and management functions, customer service execution, seasoned staff and the assessment and maximization of Net Income. We have a solid knowledge and a firm understanding of parking enforcement systems, both in California and on a national level. We have worked closely with the stakeholders and residents in multiple cities to create some of the best Parking Enforcement Programs in the country. These partnerships and interactions, along with our knowledge of the evolution of parking within municipal On Street and Enforcement Programs, allows us to implement innovative, efficient and technologically advanced models for our Municipal clients. The successful execution of our City of Newport Beach Parking Enforcement Program is one of the many success stories where we have helped the City improve customer service to the residents and visitors of the City, while reducing operational costs and increasing their bottom line. We have strived to make these programs community-friendly, one that promotes growth and prosperity for the City, its merchants and stakeholders. In addition to an efficient operational strategy and a promise to provide the most professional, responsive team, we will help the City enhance their current Enforcement & On-Street programs. Given the experience of Central Parking, in coordination with our Orange County team, we will require a short transition period. We can assure a seamless, non- disruptive deliverance of the services to best serve all of the constituents of the City of Santa Ana. All of the resources from our National, Regional, Municipal Division, and Local Operations will work together to create and continually improve the Park- ing Enforcement Program for the City of Santa Ana. Central Parking System will outline its approach to the scope of services we will provide, as well as describe the processes and applications by which we will execute this plan. We have no doubt that our experience and knowledge will help improve your services moving forward, and that we can contribute to the City of Santa Ana having a success story that will be the envy of all of California. Page 2 25F-65 SECTION 3, IMPLEMENTATION PLAN Page3 PROJECT APPROACH OVERVIEW With decades of experience and over 2,400 facilities in the United States, Central Parking has become an expert at adapting to change. Our vast experience from one project to another, as well as from one city to another, from coast to coast, allows us to share and utilize best practices learned over the past forty-plus years. Our experience working with complex municipal operations within the Cities of Newport Beach, Santa Monica, Long Beach, Riverside, Anaheim and many others, have allowed us to share our expertise of programs within similar communities and have helped us successfully enhance each city's programs. Open communications between the management teams within our region, and our clients, allow us to stay on top of ever-changing parking trends, refine operational best practices and find solutions to the toughest problems within municipalities. Working on solutions both for and with our individual clients is one of our primary goals. The City of Santa Ana will greatly benefit from our knowledge and experience in improving its Enforcement and On-Street Programs. Central, through a sustained, concerted effort with our dedicated Municipal Division, has developed and implemented on-street, off-street and parking enforcement solutions with the focus of driving economic development for the betterment of the citizens, visitors and stakeholders in Cities across the United States. Through our organization's strategic focus, our operations produce not only innovative solutions, but visible and quantifiable improvements in the delivery of exceptional, customer service driven Municipal Parking Programs. Central can provide the City of Santa Ana with every advantage through our comprehensive roster of services. Over the past several years Central has invested considerable time and capital in the development of proprietary programs aimed at driving value to our clients and customers. Central now paces the industry in key areas including delivery of quality customer service, cost containment, and the application of technology. If in the future the City of Santa Ana chooses to integrate hand-held issuance units or License Plate Recognition software, Central Parking has established relationships with the industry leaders in their respective fields including Complus, T2, Duncan Solutions and Clancy. Central Parking, as one of the nation's largest buyer of parking related equipment, would be able to leverage our national contacts to secure Preferred Pricing and large discounts for our clients. We have identified a number of Key Differentiators that not only address the Primary Objectives of this RFP but also separate Central from the competition. The Key differentiators are meant to convey the strengths, exemplified by Central Parking, necessary to be entrusted with the City of Santa Ana's Street Sweeping Enforcement Program as well as the tools we would use to advance the program for the City and Community. 25F-66 SECTION S, IMPLEMENTATION PLAN Page4 PHASING APPROACH - SCOPE OF SERVICES Our local team and our municipal division are well versed in Turn Key Parking Opera- tions. We have successfully integrated, marketed, upgraded technology, provided Stakeholder Meeting, Educational Workshops as well as implementing an Informa- tional & Customer Support Hotline for the public. Our knowledge and expertise in successfully transitioning from both City Operated (in-house) operations and from other parking operators is critical and our current client list demonstrates our ability to implement and execute our plans successfully. Our most recent success stories include the transition of parking programs in the City of Newport Beach and City of Riverside. Although one would not consider Parking Enforcement Officer a typical customer service representative, it is critical that the enforcement efforts still follow the strict guidelines of a true Ambassador Program. Central Parking started its Ambassador On-Street Parking Program in the first outsourced program for the City of Charlotte in 1997 to help dispel the perceived. We have found that Premier Training yields out- standing results and have adapted the training principles of our hospitality subsidi- ary, USA Parking, via its USA Parking University, which is now responsible for our na- tional training programs. Our full-time trainers, with over 60 years of hospitality ex- perience will organize and administer training to our Santa Ana Enforcement Team at least twice a year. Training classes will consist of Aggressive Hospitality, Service Re- covery, Loss Prevention, Revenue Management, Relationship Building, City knowl- edge and much more. All training is based on American Automobile Association (AAA) Five Diamond Standards. These training sessions will be held our Costa Mesa offices near South Coast Plaza on the corner of Bristol and Sunflower. It is not enough to just look to the future, as a category leader we must help define it. Central Parking is accelerating in municipal service contracts all across the county for just this reason. Through technological advances, national resources, and institu- tional best practices we have consciously focused on the desired contract deliver- ables of Exceptional Service. Reliability and Cost Effective Solutions for our clients. PERFORMANCE EXPECTATIONS AND EVALUATION Central Parking recommends meeting with the City representative on a weekly or monthly basis to review operations. To ensure a high level of client and customer satisfaction, we also recommend meeting quarterly to evaluate Central Parking's overall performance. At our City of Anaheim project, we meet once a week for an operational overview and meet quarterly for a thorough qualitative evaluation of our performance. A scoring system is used to gauge the performance of our team. Crite- ria for evaluation consists of categories including customer service, meeting financial thresholds, contract compliance, communication, cleanliness and maintenance. These quarterly meetings are extremely helpful for both the City and Central Parking as it helps identify any areas that need improvement. As the Parking Enforcement Services provider, Central Parking will comply with all given guidelines from the City and will only require the assistance from the City on matters that are beyond the scope of our contractual obligations. With that being said, we hope to establish an open line of communication with the City liaison, where a strong partnership can be formed. 25F-67 SECTION S, IMPLEMENTATION PLAN EQUIPMENT PARKING CONTROL ENFORCEMENT VEHICLES In addition to our commitment to providing quality employees and a professional management team, we understand the need for providing reliable Enforcement Vehicles that are clean in appearance. Therefore, we are committing to furnish 8 brand new vehicles to support our enforcement efforts for the City of Santa Page 6 Ana. With the help of our Purchasing Department, we have already secured pricing on Seven (7) 2012 Nissan Versa S sedan and a 2012 Nissan Frontier _ King VEHICLE IDENTIFICATION SIGNAGE Each vehicle will have identification signage, professionally decaled with the appropriate branding as approved by the Traffic Commander. We will ensure that such signage is neat in appearance, easily identifiable and in sound condition. AMBER ROTATING BEACONS Additionally, all vehicles will be affixed with permanent amber rotating beacons and wig-wag lights for high visibility. GLOBAL POSITIONING SYSTEM (GPS) Each vehicle will be equipped with state of the art real time GPS tracking device and vehicle monitoring system. This technology will provide a complete vehicle tracking solution for our fleet and ensure employee efficiency. 25F-68 SECTION 4, IMPLEMENTATION PLAN Pago6 EQUIPMENT MAINTENANCE PLAN Manager assigned to the City of Santa Ana will also be responsible for the mainte- nance of our enforcement vehicles. He will be required to maintain a daily vehicle inspection checklist to ensure all vehicles are kept in sound condition. These duties will also be outlined in our Standard Operating - -1 Procedures Manual for the City of Santa Ana Parking Enforcement. We i will ensure that the maintenance schedule is approved by the Central Parking General Manager. We fully understand the importance of a prop- erly maintained vehicle. A well kept vehicle reduces liability risks, unnec- essary repairs and promotes an aesthetically pleasing environment. - ?/ Jim While it will primarily be the Manager's responsibility to ensure the cleanliness and upkeep of enforcement vehicles, it will be part of each employee's job description. Each Parking Control Officer will be required to clean and maintain their vehicle on a daily basis. The manager is also responsible for performing daily inspections of vehicles. Our managers and supervisors are trained in the theory of "Management by Walking About" (MBWA). They are also taught to broaden their focus to keep an eye out for other issues that are outside of our scope that affect the operation as a whole. In addition, our General Manager and Operations Manager formally perform weekly audits of the operation to ensure contract compliance and client satisfaction. A copy of our maintenance checklist could be provided to the City upon request. By having a checklist, our Manager has specific duties that he must adhere to on a daily/weekly and monthly basis. This checklist is also signed off by the Operations Manager each week after he conducts his inspection of the facilities. 25F-69 cs \ z \\ Yv ?Z dg EMPLOYEE TRAINING AND .J W <y DEVELOPMENT PROGRAM ~} / W Z y / V .or INSIDE THIS SECTION OVERVIEW PANGEA E-RECRUITING AND ONBOARDING PRE-EMPLOYMENT SCREENING AND HIRING EMPLOYEE ORIENTATION AND TRAINING PROGRAM DISCIPLINARY PROCEDURES AFFIRMATIVE ACTION PLAN SUMMARY OF EMPLOYEE BENEFITS PROGRAM j i, 25F-70 SECTION i, EMPLOYEE TRAINING AND DEVELOPMENT PROGRAM Paget OVERVIEW The business adage, "People are a company's greatest asset", has been modified by Central Parking System, Inc. to read: "The Right people are a company's greatest asset". With 14,000 employee's representing our clients at facilities across the United States, we developed a comprehensive employee recruitment, selection, training, motivation, and development program we call PeopleCentrairm. It is crucial to put our best talent into the right positions at your facilities. We recruit and train employees with qualities such as good character, integrity, loyalty, trust and the right attitude. This will allow us to continue to provide the City of Santa Ana with employees that will be able to successfully perform their jobs. Central vies for talent in a competitive environment. To recruit and retain the best resources to serve the City of Santa Ana, we have developed a comprehensive employee recruitment, selection, training and motivation process specific to the parking industry. The following provides an outline of our human resources employment practices and our training programs. Central Parking will put in place its "Best in Industry Standards" and methodologies for enforcement in the City of Santa Ana. It is critical that the Enforcement efforts are delivered in a fair and consistent manner in direct correlation with the Municipal Code. Central Parking started its Ambassador On-Street Parking Program in the first U.S. outsourced program for the City of Charlotte in1997. Our "Community" based Ambassador Program was created to dispel the "Punitive" programs that were in place across many municipalities in the United States. Central Parking has developed Training programs geared to prepare and mentor our Enforcement Staff prior to their taking the streets. Our operations in Newport Beach will serve as an added training ground by which we can team our new Am- bassadors in Santa Ana with seasoned veterans from our Newport Beach operations for field training. This will allow for the new employees to learn and to ask questions in the field and apply the tools learned in our two classroom training ses- sions which were developed solely for use in our Ambassador Program. These two training sessions are in addition to Cen- tral Parking's regular Orientation Training sessions. All Ambassadors complete a Parking Enforcement Ambassador Training which is aimed to ensure: 1. Proper knowledge of City Code 2. Radio Etiquette 3. Safety the workplace 4. Vehicle and Driving Safety Procedures Next our staff completes our Ambassador Orientation and Conflict Resolution Training. This training introduces the new Ambassador to the community in which they will be working. History of the City, destinations and other facts about the community are taught. Also, as the name suggests, this program is geared for classroom as well as role playing scenarios to assist our employees with conflict resolution techniques and proven methods of dealing with upset customers. PANG EA-E-RECRUITMENT & ONBOARDING Central is committed to using technology to streamline our processes, increase efficiencies, ensure compliance and reduce expenses in all areas, and hiring is no exception. After testing the Pangea/GIS system in select markets, we are rolling out the system companywide. The Pangea Talent Acquisition Suite gives Central the competitive advantage in the hiring game. Pangea is a single web-based platform, built on an advanced architecture to provide unrivaled configurability and efficiencies in corporate hiring programs. Pangea offers Central, and our clients, one unified and successful talent acquisition solution. With Pangea, applicants apply for jobs via a web-link found in the job posting. This eliminates the need for handwritten applications in which data needs to be keyed in and can easily be misread. When applicants enter their information on their own in to Pangea and pass an initial screening process, they can easily progress through the process with e-verification and tracking. Prescreening questions are automatically evaluated, reducing the time previously spent manually reviewing unqualified applicants. Pangea's databases are instrumental in theft and accident reduction, through the elimination of hiring known, high-risk employees. In addition, Pangea puts Central Parking in a position of increased legal compliance, including adherence with discrimination laws and the Fair Credit Reporting Act. 25F-71 SECTION 3, EMPLOYEE TRAINING AND DEVELOPMENT PROGRAM Page3 EMPLOYEE RECRUITING AND TRAINING PRE-EMPLOYMENT SCREENING AND HIRING Central Parking believes that it is critical for front-line employees to have strong communications skills, demonstrated professionalism and courtesy. Our "Interview Guide" has been developed to screen for these core competencies so that we are able to accurately select the best person for each open position. Our Regional Human Resource Manager, Yolanda James, will coordinate our personnel efforts for the City of Santa Ana, supervising the recruitment of current employees as well as new individuals needed to fill open positions. She also will be responsible for coordinating the training of all employees, including Central Parking's customer service training program. Our ongoing commitment to hiring qualified individuals and providing them with proper training is the first step in achieving Superior Customer Service. pangea-, RECRUITING Central Parking uses a variety of avenues for recruiting front-line personnel. Our company's recruit- ing sources include colleges, business colleges, the Urban League, senior citizen groups, churches, other employees, the United Way, websites, internal job postings, and social service centers. Interviews take place at our main office, and are conducted by the Human Resource Director or Manager. The interview targets past experience, appearance and interfacing with the public. Using our standard "Interview Guide" equips the interviewer with questions to evaluate each candidate in order to make good selections. DMV CHECK/BACKGROUND CHECKS A Department of Motor Vehicles check is critical, especially if employees will be driving buses and customer vehicles. Central Parking also has a drug testing program used for those individuals who are driving vehicles. A criminal check and national Social Security search is completed as well. STEP ONE SURVEY This 20 to 30 minute multiple-choice survey is an insightful tool in our hiring process. It tests a po- tential employee's aptitude for honesty, integrity, and work ethic, while also identifying any vulner- abilities towards substance abuse. After the assessment is scored, a Results Report is sent to the Human Resources Director or Manager. In addition to the facts of the report, it also suggests key interview questions that are derived from the potential employee's survey performance. DEVELOPING EXCELLENT SKILLS FOR CUSTOMER SERVICE Central Parking has a formal employee orientation and training process in place. Our orientation process is comprehensive and addresses a variety of new hire issues. New employee orientation discusses the Company's vision, mission, benefits, how to become a Central Parking System "ambassador," and the role that each employee plays as the most important person representing our Company. Central understands that our public face must be one that projects professionalism and friendly, courteous service. Customer service and satisfaction are integral to the service we provide our client's customers. As a result, we have developed a customer service training program for all employees that is unique to our industry. 25F-72 SECTION a, EMPLOYEE TRAINING AND DEVELOPMENT PROGRAM Pap4 EMPLOYEE ORIENTATION AND TRAINING (CONTINUED) Presented in a classroom environment, the curriculum gives employees an opportunity to learn and share ideas about: How to create a positive first impression to each customer How to handle difficult situations The importance of body language Techniques to use for different situations In addition, CPS offers a written test as one of many tools available for training our customer service personnel. Another innovative training program at CPS is "Taking C.A.R.E. of Business: Choosing to Deliver Remarkable Customer Service.' Developed exclusively for CPS, the program is designed to help employees understand the essential elements of customer service and provide basic skills. "Taking C.A.R.E." is a one-day, video-assisted session that is highly interactive. The trainer uses discussion and workbook activities that blend actual employee scenarios and real work situations in three video training segments. All hourly employees are placed in the C.A.R.E. customer service-training program during their first few days of training and before being placed in the work setting. The program's key elements center around four concepts: C onnect to our customers A ttention to their needs R esponsible for their problems E nthusiastic about our role as service providers Employees are tested at the conclusion of the training session and results are placed in the employee's training file. Periodic refresher courses are conducted as needed. In addition to our customer service training, employees are given site-specific training associated with each facility. The purpose of this training is to ensure that all employees are com- pletely familiar with the project. Site-specific training has several components and is covered during a walking orientation tour of the project, including: + Familiarity with freeway access + Familiarity with each building and destination in the nearby area + Familiarity with other popular destinations in the area + Local events and calendars + Responses to commonly asked questions 25F-73 SECTION i, EMPLOYEE TRAINING AND DEVELOPMENT PROGRAM Page5 EMPLOYEE ORIENTATION AND TRAINING CITY INVOLVEMENT IN HIRING AND TERMINATIONS A COMMITMENT TO OPERATIONAL EXCELLENCE Central understands the City's right to approve of any employee assigned to work in the City and fully complies with that request. In regards to hourly personnel, Central is open to any criticism or compliments the City has about any of our em- ployees. We welcome any feedback City provides us about an employee's performance and that employee is rewarded or disciplined accordingly. Since all employee records are confidential, we are unable to share any information contained within. At the same time, we understand that the City enjoys the right and ability to say which employees are allowed to represent the City. All requests are reviewed with the City; with the City having the final decision. DIVERSITY/ HARASSMENT Treating Each Other with Respect CPS has established its own mandate to recruit, hire, develop and educate a diverse work force. "M.E.E.T. on Common Ground" is our newest diversity-training program, conducted at all employee levels. This is additional course work for man- agers who are already required to take the Company's online diversity training module. Hourly employees participate in a group training session in which they discuss several video vignettes. Through these vignettes, the program teaches em- ployees how to recognize and professionally respond to any situation. The program leaves employees with an easy-to- grasp, four-step model to foster greater understanding and communication with the Company. The program is both educa- tional and cutting edge - using vignettes that reflect real-world, honest and open dialogue in the workplace to both chal- lenge and educate. REWARD AND RECOGNITION Motivating Employees to Achieve Excellence Several programs are used by CPS to enhance employee commitment, pride and enthusiasm towards the Company, thereby contributing to your facility's effectiveness: CPS Mentoring Program - Increasing our focus on eliminating barriers and enhancing opportunities for all high potential talent, Central Parking System has designed a formal mentoring program that provides opportunities for development. This program was created to promote equity and develop talent internally by identifying the strongest performers across the organization. Our promote-from-within policy works hand in hand with the CPS Mentoring Program. High potential can- didates are given opportunities to spend quality time with senior management. The structure centers on quarterly "Executive Chats" with a senior vice president and monthly one-on-one meetings or peer mentoring sessions between the mentor and the mentee. Participants who have successfully completed the program typically are well prepared to ad- vance within the organization. Employee Holiday Party - During the holiday season, the Company hosts an event and presents a gift certificate to each employee towards a ham or turkey as a warm holiday greeting and token of appreciation for their hard work. Employee of the Month Program - Each month, a front line employee such as a cashier, valet attendant or maintenance person is selected as the "Employee of the Month" for their location. The honoree has achieved excellence in attendance, appearance, accuracy and overall job performance. The recognized employee receives a cash prize, a brass nametag and recognition on an engraved plaque displayed in the main office. This program has proven very effective at motivating and recognizing top performers, and CPS would like to implement this program at City of Santa Ana. Mystery Shop Program - In an effort to monitor and determine how employees are performing on the job, a "Mystery Shop" is sent to the location to evaluate the quality of service, attitude and appearance of the employees. The mystery shopper fills out a report and sends it to the Operations Manager for review. Feedback is then given to employees, with gift certificates presented for good performance. Corrective measures are implemented when necessary. 25F-74 SECTION s, EMPLOYEE TRAINING AND DEVELOPMENT PROGRAM Pago6 EMPLOYEE ORIENTATION AND TRAINING (CONTINUED) COMPLIANCE PROGRAM Integrity Is the Foundation Central Parking Corporation Compliance Program and Code of Conduct underscore our commitment to integrity and guide employees on appropriate and expected business conduct. The program's goal is to create an open atmosphere that encourages employees to voice concerns about ethics and compliance issues without fear of retaliation, or to address any other work-related problems. The resources available to employees consist of a number of communication vehicles. The Open Door Policy requires managers and supervisors to listen to and resolve any concerns or problems in a timely fashion. The AlertLine (1-800-93-ALERT) is a 24-hour toll-free telephone number that puts employees in touch with an independent company so they can voice concerns or complaints and remain anonymous if they choose. Employee Meetings are held on a regular basis. Attendance is mandatory during benefit enrollment periods and for various training initiatives. The Employee Suggestion Program invites employees to submit ideas and recommendations that many times result in improved operations, service or profits. A small prize is often awarded to contest winners. A formal Complaint Procedure has been established to enable employees to escalate issues to the General Manager, Regional Manager or Senior Vice President. The procedure is monitored by Corporate Human Re- sources to assure a timely response. AFFIRMATIVE ACTION PLAN - A STATED COMPANY POLICY Central Parking System's Affirmative Action is among our stated company policies. It reads: "This shall be known as the Affirmative Action Program of Central Parking System and is for the purpose of expressing the desire and intent of this Company to provide full and equal employment opportunity to all persons without regard to race, color, creed, sex, na- tional origin or age. It is "affirmative" in that it commits the Company to a program of positive action rather than mere avoidance of discrimination and it is "action" in that it measures deficiencies, sets goals and evaluates achievement of the goals.-. The CEO of the Company shall from time to time issue statements of policy for the information and guidance of all employees in achieving equal employment opportunity. These statements shall become part of our policy and be appended to it. EMPLOYEE TURNOVER - KEEPING GOOD PEOPLE HAPPY Since our front line employees are the key to our success and the key to properly representing the best image of the City, we are very concerned with addressing employee turnover. Our first step was just outlined to you, and that is to hire the right people. During our recruitment process we describe in detail the responsibilities and daily work schedule for each location and each position. We look to match people's personality and desires with the location they will be working at. Some employees like busy days, while others are looking for slow days. In either case we are looking for friendly people to serve the public with genuine courtesy and professionalism. Our second step is to properly train the employees so they clearly understand what the Company's and City's expectations are for them. These policies and procedures are explained in detail and written out for them so it is clear. Issues or violations of these policies and procedures are addressed formally in writing to help the employee understand what they did wrong, why it is important for them not to repeat the offense, any additional training if needed and the next step in the disciplinary process if unwanted behavior continues. We gener- ally follow a four step disciplinary process - verbal warning, written warning, suspension, termination. Smaller offenses may have two warnings in the early part of the process and some violations result in suspension and on occasion immedi- ate termination. Our goal is to work with the employee, make sure they understand our policies and to help them succeed. 25F-75 CITY OF SANTA ANA POLICE DEPARTMENT REQUEST FOR PROPOSALS FOR PARKING CONTROL ENFORCEMENT SERVICES (RFP 12-030) PROPOSERS STATEMENT and PROPOSAL ITEM PRICING EXHIBIT B Certification - I certify that I have read, understand and agree to the terms and conditions of this Request for Proposal. I have examined the Scope of Services (Exhibit A) and am familiar with the scope of work locations. I am familiar with all the existing conditions and limitation that may impact work requests. I understand and agree that I am responsible for reporting any errors, omissions or discrepancies to the City for clarification prior to the submission of my proposal. Proposal Item Price - Pricing shall be based on an hourly cost for services described In Exhibit A. Fee must be inclusive of all costs, including but not limited to, direct and indirect costs for labor, overhead, incidental supplies, travel, mileage, and fuel. Any special materials will be purchased by the Contractor only after discussed and authorized by the City Projects Manager or designee in writing. The quantity of hours identified below are best approximations and are for estimate purposes only and can be modified as determined necessary by City. Contractor shall only be paid for services performed. Refer to Section IV.L. Terms and Conditions - Employment of Displaced Santa Ana Workforce (page 21). The award will be based on the Total Extended Cost (assuming no displaced City of Santa Ana employees will need to be hired). LINE DESCRIPTION QUANTITY UNIT UNIT QUANTITY UNIT PRICE EXTENDED TOTAL PRICE 1 Supervisor - Parking 1 Hourly 2,080 $37.23 $77,440.79 Enforcement 2 Checker - Parking TBD Hourly 11,100 $28.60 $317,513.89 Enforcement Total Extended Cost (Add Lines 1 and 2): $394,954.68 Total Extended Cost - Written Add Lines 1 and 2 Additional Hourly Cost per Checker for Potential Displaced City Employee 1 Hourly ` / 7. Durin Year One If Necessary): 3 On-Call - Parking Enforcement 1 Hourly Flat Rate Wig. (i0 CENTRAL PARKING SYSTEM, INC. 714.751-2855 F 751-3650 LEGAL NAME OF COMPANY PHONE AND FAX NUMBER 3420 BRISTOL STREET, SUITE 225, COSTA MESA, CA 92626 BUSINESS ADDRESS MUHAMMAD MANSOOR GENERAL MANAGER TITLE PRINTED NAME OF AUTHORIZED AGENT SIC 62. 05/15/2012 mmansoor@parking.com RE OF AUTHORIZED AGENT DATE E-MAIL ADDRESS 10 FEDERAL ID NUMBER (IF APPICABLE) CONTRACTOR LICENSE NUMBER (IF APPICABLE) THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NOWRESPONSIyE City of Santa Ana Police Department Request for Proposals for Parking Control Enforcement Services 2d1pN ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY AND BUSINESS AUTOMOBILE POLICIES Insurance Company National Union Fire Ins Co, Pittsburgh, PA (Chartis) This endorsement modifies such insurance as is afforded by the provisions of Policy # GL 2449561 & relating to the following: CA 3506417 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 07/01/11 , this endorsement form as a part of Policy # GL 2449561 and CA 3506417 Issued to Central Parking Corporation Named Insured Countersigned by Authorized Representative Endorsement will be signed upon execution of contract EXHIBIT C City of Santa Ana Police Department Request for Proposals for Parking Control Enforcement Services Page 24 25F-77 CITY OF SANTA ANA POLICE DEPARTMENT REQUEST FOR PROPOSALS FOR PARKING CONTROL ENFORCEMENT SERVICES REFERENCES AND RELEVANT WORK HISTORY THIS SHEET MUST BE COMPLETED IN FULL AND RETURNED WITH OFFEROR'S PROPOSAL List and describe fully the contracts performed by your firm which demonstrate your ability to provide the supplies, equipment or services included in the scope of the proposal specifications. Attach additional pages if reauired for additional references. The City reserves the right to contact each of the references listed for additional information regarding your firm's qualifications. Reference No.1 Customer Name: City of Newport Beach Address: 3300 Newport Boulevard Contact Individual: Tracy McCraner Phone Number: (949) 644-3127 Newport Beach, CA 92658 Facsimile Number: (949) 644-3339 Contract Amount: $21 million (estimated) Year: 2011 - 2018 Description of supplies, equipment, or services provided: Parking Enforcement - On Street Meter Collection - Meter Maintenance. Multi Space Metered Lots - Parking Enforcement Collection and Maintenance. Reference No. 2 Customer Name: Charlotte, NC Address: 600 East Fourth Street Charlotte, NC 28202-2858 Contract Amount: Description of supplies, equipment, or services provided: Parking Enforcement, Notice Processing, Clamping, Removal, Pound. Meter Collection and Maintenance. Reference No. 3 Customer Name: Virginia Beach, VA Address: 2101 Park Avenue, Suite 502 Virginia Beach, VA 23451 Contract Amount: Description of supplies, equipment, or services provided: Parkinfl Enforcement - Meter Maintenance - Off Street TO BE INCLUDED IN PROPOSAL PACKAGE EXHIBIT D City of Santa Ana Police Department Request for Proposals for Parking Control Enforcement Services 2 ef, Contact Individual: Doreen Szymanski - Clement G Phone Number: (704) 336-7527 & (704) 375-3177 Facsimile Number: (704) 336-4400 Year: 2010 - no end date Contact Individual: Robert Fries Phone Number: (757) 385-4800 Facsimile Number: (757) 385-4800 Year: 2003 - 2013 CITY OF SANTA ANA POLICE DEPARTMENT REQUEST FOR PROPOSALS FOR PARKING CONTROL ENFORCEMENT SERVICES PROPOSAL AND CONTRACT AGREEMENT PROPOSER'S STATEMENT PROPOSER understands and agrees that if AGENCY accepts this written RFP (or any part thereof specifically designated and accepted by the City of Santa Ana, hereinafter AGENCY) PROPOSER shall enter into a written agreement with the AGENCY to provide parking enforcement services on the terms and conditions set forth herein. PROPOSER further agrees that upon delivery (as defined above) of the accepted agreement he/she will furnish AGENCY all required bonds and certificates of liability insurance within ten (10) days (excluding Saturdays, Sundays and AGENCY's legal holidays), or the funds, check, draft, or PROPOSER'S bond substituted in lieu thereof accompanying this proposal shall become the property of the AGENCY and shall be considered as payment of damages due to the delay and other causes suffered by AGENCY because of the failure to enter into an Agreement and/or furnish the necessary bonds and because it is distinctly agreed that the proof of damages actually suffered by AGENCY is difficult to ascertain; otherwise said funds, check drafts, or PROPOSER'S bond substituted in lieu thereof shall be returned to the undersigned. PROPOSER understands that a proposal is required for the entire work, that the estimated quantities set forth in the RFP schedule are solely for the purpose of comparing proposals, and that final compensation under the contract will be based upon the actual quantities of work satisfactorily completed. All terms contained in the Specifications, the Certification of Non-Discrimination by Contractors, and the Workers' Compensation Insurance Certificate are to be incorporated by reference into this Agreement and are made specifically as part of this RFP. Firm CENTRAL PARKING SYSTEM, INC. Signed and Printed Name Title GENERAL MANAGER jacM_ _ M/k_r1S 0 0 p Date 05/15/2012 TO BE INCLUDED IN PROPOSAL PACKAGE EXHIBIT E City of Santa Ana Police Department Request for Proposals for Parking Control Enforcement Services 26Pe Y9 CITY OF SANTA ANA POLICE DEPARTMENT REQUEST FOR PROPOSALS FOR PARKING CONTROL ENFORCEMENT SERVICES (RFP 12-030) PROPOSAL AND CONTRACT AGREEMENT CERTIFICATION OF NONDISCRIMINATION BY CONTRACTOR The undersigned Contractor or corporate officer, during the performance of this contract, certifies as follows: The Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Contractor shall send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Contractor shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Contractor shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Contractor's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts or federally assisted construction/services contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965,and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. 7. The Contractor shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the Contractor may request that the United States enter into such litigation to protect the interests of the United States. EXHIBIT F City of Santa Ana Police Department Request for Proposals for Parking Control Enforcement Services 2 foe 90 8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1039, and as amended, No discrimination shall be made in the employment of persons because of race, religious creed, color national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any Contractor violating this Section is subject to all the penalties imposed for a violation of the Chapter. Firm CENTRAL PARKING SYSTEM, INC. Signed and Printed N "0 I-t^-"" P? ti1pt-nlSoo R Title GENERAL MANAGER Date 05/15/2012 TO BE INCLUDED IN PROPOSAL EXHIBIT F City of Santa Ana Police Department Request for Proposals for Parking Control Enforcement Services 25F 81 CITY OF SANTA ANA POLICE DEPARTMENT REQUEST FOR PROPOSALS FOR PARKING CONTROL ENFORCEMENT SERVICES (RFP 12-030) NON-COLLUSION AFFIDAVIT CITY OF SANTA ANA PROPOSAL AND CONTRACT AGREEMENT NON-COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY OF SANTA ANA POLICE DEPARTMENT In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the PROPOSER declares that the bid Is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the PROPOSER has not directly or indirectly induced or solicited any other PROPOSER to put In a false or sham bid, and has not directly or indirectly colluded, conspired, connived or agreed with any PROPOSER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the PROPOSER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the PROPOSER or any PROPOSER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other PROPOSER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the PROPOSER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non-collusion Affidavit is part of the Proposal. Signing this Proposal on the signature portion thereof shall also constitute signature of this Non-collusion Affidavit. PROPOSERS are caution that making a false certification may subject the certifier to criminal prosecution. Sig /4U HA-AAAA AD MA SpDR-) State\of California County of Subscribed and sworn to (or affirmed) before me on this l `I day of M A?f 20-1-a. by r1o 4A /A ^ei`1jAproved to me on the basis of satisfactory evidence to be the perso%# who appeared before me. HARVEY GONZALEz Commission # 1878398 4&M1 Notary Public - California z Orange county omm. Ex Tres Jan 29,201 4 (k,41101 - a y u is n& Notary Public Seal TO BE INCLUDED IN PROPOSAL PACKAGE EXHIBIT G City of Santa Ana Police Department Request for Proposals for Parking Control Enforcement Services Pa 29 25-82 KCPC HOLDINGS, INC. and SUBSIDIARIES Consolidated Financial Statements as of and for the Years Ended September 30, 2011, 2010 and 2009, and Report oflndependent Auditors 25F-83 KCPC HOLDINGS, INC. and SUBSIDIARIES INDEX TO FINANCIAL STATEMENTS AGE Report of Independent Auditors ........................................................................................................................................... 3 Consolidated Financial Statements as of September 30, 2011 and 2010 and for the Years Ended September 30, 2011, 2010 and 2009 Consolidated Balance Sheets ................................................................................................................................................. 4 Consolidated Statements of Operations ................................................................................................................................ 5 Consolidated Statements of Shareholders' Equity and Comprehensive Loss ..................................................................... 6 Consolidated Statements of Cash Flows ............................................................................................................................... 7 Notes to Consolidated Financial Statements ......................................................................................................................... 9 25F-84 pwc Report of Independent Auditors To the Board of Directors and Shareholders of KCPC Holdings, Inc. and Subsidiaries: In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, of shareholders' equity and comprehensive loss and of cash flows present fairly, in all material respects, the financial position of KCPC Holdings, Inc. and its subsidiaries at September 30, 2011 and September 30, 2010 and the results of their operations and their cash flows for each of the three years in the period ended September 30, 2011 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. March 29, 2012 :-._,......._ ............ .................... ............................_........... .........,...................... ....... .................................................. .................................. .................... . PricewaterhouseCoopers LLP, 83o Crescent Centre Drive, Suite 260, Nashville, TN 37o67 T. (615) 503 2860, www.pwc.com/us 25F-85 KCPC HOLDINGS, INC. and SUBSIDIARIES CONSOLIDATED BALANCE SHEETS Amounts in thousands, except for share and per share data September 30, M1 IM ASSETS Current assets: Cash and cash equivalents $ 25,972 S 15,946 Restricted cash 21,608 23,070 Management accounts receivable, net of allowance for doubtful accounts of$976 and S1,041, respectively 44,341 49,474 Accounts receivable, net of al lowance for doubtful accounts of 571 S and $925, respectively 8,829 9,895 Current portion of notes receivable 5,753 990 Prepaid expenses and other assets 21,043 16,702 Assets held for sale 201,540 - Refundable income taxes 5,789 13,723 Deferred income taxes 19.113 24,016 Total current assets 353,988 153,816 Notes receivable, less current portion 3,659 8,525 Property, equipment, and leasehold improvements, net 20,490 283,046 Intangible assets, net 101,858 136,235 Goodwill 195,264 214,852 Investment in and advances to partnerships and joint ventures 3,141 2,900 Other assets 22,739 28.122 Total assets S 701.139 827.496 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Current portion of long-term debt and capital lease obligations $ 177,251 $ 1,620 Trade accounts payable 26,907 26,591 Book overdrafts 22,823 22,834 Accrued payroll and related costs 19,810 24,753 Accrued expenses 72,056 66,408 Management accounts payable 27,168 25,653 Subordinated convertible debentures 1,254 1.641 Total current liabilities 347,269 169,500 Long-tens debt and capital lease obligations, less current portion 225,541 407,094 Deferred income taxes 40,189 86,000 Other liabilities 63,410 71,729 Total liabilities 676,409 734,323 Commitments and contingencies (Notes 11 and 16) Shareholders' equity: Common stock, $0.01 par value; 300 million shares authorized, 225.1 million, and 225.3 million shares issued and outstanding at September 30, 2011 and 2010, respectively 2,251 2,253 Additional paid-in capital 227,379 226,996 Accumulated deficit (205,568) (136,7981 Total shareholders' equity of KCPC Holdings, Inc. 24,062 92,451 Noncontrolling interest 668 722 Total shareholders' equity 24.730 93.173 Total liabilities and shareholders' equity 701.139 S 827.496 See accompanying notes to consolidated financial statements. Page 4 of 25 25F-86 KCPC HOLDINGS, INC. and SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS Amounts in thousands Year Ended Revenues: Parking Management contract and other Reimbursement of management contract expenses Total revenues Costs and expenses: Cost of parking Cost of management contracts Reimbursed management contract expenses Total cost of services General and administrative Property-related losses (gains), net Long-lived asset impairment Goodwill and indefinite-lived asset impairment Total costs and expenses Operating (loss) income Other income (expense): Interest income Interest expense Equity in earnings of partnerships and joint ventures Total other income (expense): Loss from continuing operations before income taxes income tax benefit Loss from continuing operations Loss from discontinued operations, net of tax Net loss Less: Net income attributable to the noncontrolling interests Net loss attributable to KCPC Holdings, Inc. See accompanying notes to consolidated financial statements. S 371,314 186,568 557,882 266980 824,862 359,165 126,312 485,477 266.980 752,457 73,157 1,510 61,956 20.588 909,668 (84,806) Year Ended September 30, 2010 $ 359,726 179,241 537,967 261.935 799,902 361,790 121.392 483,182 62 L935 745,117 68,489 506 3,982 81.580 899,674 (99,772) Year Ended September 30, 2009 $ 376,780 169585 546,365 299.125 845,490 366,809 106.879 473,688 299.125 772,813 63,486 (5,114) 6,922 838,107 7,383 761 1,131 1,364 (20,064) (17,065) (23,211) 1,513 1257 1,264 (17,790) (14.677) (20,583) (102,596) (114,449) (13,200) 39A59 14,435 8,152 (63,137) (100,014) (5,048) (3,267) (377) (1,431) (66,404) (100,391) (6,479) (2,366) (1,881) (2,254) $ (68.770) S (102272) S (8.733) Page 5 of 25 25F-87 KCPC HOLDINGS, INC. and SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY and COMPREHENSIVE LOSS Amounts in thousands Accumulated Additional Other Numberof Common Paid-in Comprehensive Accumulated Noncontrolling Shares Stock Capital Income (loss), net Deficit Interest Total Balance at September 30, 2008 225,300 S 2,253 S 228,643 S 56 $ (22,049) S 572 $ 209,475 Stock-based compensation expense - - (553) - - (553) Net income from noncontrolling Interests, net of distributions - - (96) (96) Noncontrolling interests held for sale - - - - - (49) (49) Comprehensive loss: Net loss - - (8,733) - (8,733) Foreign currency translation adjustment - - - (4) - - (4) Total comprehensive loss - - - (8.7371 Balance at September 30, 2009 225,300 2,253 228,090 52 (30,782) 427 200,040 Stock-based compensation expense - - 262 - - - 262 Repurchase of rollover options - (1,356) - - - (1,356) Net income from noncontrolling Interests, net ofdistributions - - - - 776 776 Noncontrolling interests held for sale - - - - (481) (481) Comprehensive loss: Net loss - - - - (102,272) (102,272) Adoption of accounting for uncertain tax positions (3,744) - (3,744) Foreign currency translation adjustment - - - (52) - (52) Total comprehensive loss _ _ (106 0681 Balance at September 30, 2010 225.300 2,253 226,996 (136,798) 722 93,173 Stock-based compensation expense - - 531 - - 531 Repurchase and retirement orcommon stock (200) (2) (148) - (150) Net income from noncontrolling interests, net of distributions - - - - (54) (54) Comprehensive loss: Net loss - -- - - (68,770) (68,770) Total comprehensive loss - - (68,7701 Balance at September 30, 2011 225.100 S 251 S 227379 i _ S (205.5681 S 668 S 24.730 See accompanying notes to consolidated financial statements Page 6 of 25 25F-88 KCPC HOLDINGS, INC. and SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Amounts in thousands Cash flows from operating activities: Net loss Loss from discontinued operations Loss from continuing operations Adjustments to reconcile loss from continuing operations to net cash (used in) provided by operating activities - continuing operations: Depreciation and amortization Settlement of notes receivable Bad debt expense Equity in earnings of partnerships and joint ventures Distributions from partnerships and joint ventures Property-related losses (gains), net Long-lived asset impairment Goodwill and indefinite-lived asset impairment Stock-based compensation Deferred income taxes Changes in operating assets and liabilities: Management accounts receivable Accounts receivable Prepaid expenses and other assets Accounts payable, accrued expenses and other liabilities Management accounts payable Refundable income taxes Income taxes payable Net cash provided by (used in) operating activities - continuing operations Net cash provided by operating activities - discontinued operations Net cash provided by (used in) operating activities Cash flows from investing activities: (Payments) proceeds from disposal of property and equipment Change in restricted cash Purchases ofequipment and leasehold improvements Purchases of contract rights and developed technology Advances under notes receivable Other investing activities Net cash (used in) provided by investing activities - continuing operations Net cash provided by investing activities - discontinued operations Net cash (used in) provided by investing activities Cash flows from financing activities: Borrowings under revolving credit agreement Repayments under revolving credit agreement Proceeds from issuance of notes payable Debt issuance costs Principal repayments on long-term debt Repurchase of common stock Repurchase of rollover options Redemption of subordinated debentures Payment to noncontrolling interests Net cash (used in) provided by financing activities - continuing operations Net cash used in financing activities - discontinued operations Net cash (used in) provided by financing activities Effect of exchange rate changes on cash Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period September 30, September 30, September 30, 2011 2010 2009 $ (66,404) S (100,391) S (6,479) 3.267 377 1-431 (63,137) (100,014) (5,048) 30,472 30,256 35,274 - 1,235 - 708 2,031 501 (1,513) (1,257) (1,264) 2,254 1,081 1,207 1,510 506 (5,114) 61,956 3,982 6,922 20,588 81,580 - 531 262 (553) (38,540) (12,589) (18,407) 4,764 (2,664) 689 970 183 7,476 (3,945) 968 1,096 (2,608) 16,722 202 1,515 (2,046) 12,333 7,934 (12,756) (4,504) (2968) (16.287) (7-740) 21,091 (8,807) 23,070 3.940 25.031 1159 (6.648) 4.046 27.116 (214) 167 14,109 1,462 (1,643) 5,377 (6,531) (10,798) (11,235) - (391) - (255) (473) (628) 17 66 (63) (5,521) (13,072) 7,560 655 3 14.151 (4.866) (13.069) 21 711 123,000 152,000 95,000 (126,000) (131,000) (101,000) 271 (1,100) (5,371) - (3,621) (8,556) (19,799) (150) - (1,356) - (387) (336) (677) (1.881) (675) (7321 (10,139) 4,706 (26,937) - (24541) (10.139) 4.706 ( (51.478) 10,026 52) (15,063) 58 (2,593) 15.946 25.972 31.009 11946 S 33.602 aim (continued) Page 7 of 25 25F-89 Consolidated Statements of Cash Flows, continued: September 30, September 30, September 30, 2011 2010 2009 Non-cash transactions: Receipt of land and building for settlement of note receivable $ - $ 1,250 $ - Capital expenditures funded by capital lease obligation $ 699 $ - S - Asset retirement obligation included in property, plant and equipment $ 905 $ - $ - Cash payments for: Interest $ 15,882 $ 15,081 $ 19,197 Income taxes, net of refunds $ (6,532) S 5,957 $ 19,195 See accompanying notes to consolidated financial statements Page 8 of 25 25F-90 Central Parking System CENTRAL PARKING CORPORATION FINANCIAL STATEMENTS PAGES 9 - 25 DETAILED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AVAILABLE UPON REQUEST 25F-91 25F-92 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JULY 16, 2012 TITLE: RANCHO SANTIAGO COMMUNITY COLLEGE DISTRICT YOUTH TRAINING AGREEMENT CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ? As Recommended ? As Amended ? Ordinance on 1St Reading ? Ordinance on 2nd Reading ? Implementing Resolution ? Set Public Hearing For_ CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute the attached agreement with the Rancho Santiago Community College District Corporate Training Institute to provide customer service training for youth in the amount of $27,032 for the period of July 1, 2012 through June 30, 2013, subject to non-substantive changes approved by the City Manager and City Attorney. DISCUSSION On June 4, 2012, the City Council awarded $160,000 in Workforce Investment Act (WIA) funds to the Santa Ana WORK Center for the Science Technology Engineering and Math (STEM) Youth Program to provide paid work experience, career awareness in STEM, workforce preparation, post-secondary education resources, occupational training in customer service, and supportive services to twenty WIA eligible youth. The Customer Service Academy component of the STEM program, developed in partnership with the Rancho Santiago Community College District (RSCCD) Corporate Training Institute, is an interactive program that will utilize videos, books, personality assessments, and presentation tools to enhance youth's interpersonal skills. The program consists of ten specialized customer service topics which include: customer service, communications, team building, time management, stress management, conflict management, decision making & problem solving, and managing organizational change, and attitude, values & ethics. A completion certificate will be issued by Rancho Santiago Community College District at the end of the program. Staff recommends approval of the attached agreement to provide the Customer Service Academy with skilled instructors to 20 youth participants. 25G-1 RSCCD Youth Training Agreement July 16, 2012 Page 2 FISCAL IMPACT Funds will be available in the WIA Youth STEM Program account (no. 12318750-69135). " l &"fl c? &t&)at45(0 Nancy T. E ards Interim Exe utive Director Community Development Agency NTE/LAO/kg Exhibit: 1. Agreement APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance & Management Services Agency 25G-2 Contract No. AGREEMENT UNDER THE WORKFORCE INVESTMENT ACT THIS AGREEMENT, made and entered into this 161" day of July, 2012, by and between the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California ("CITY") and Rancho Santiago Community College District Corporate Training Institute ("CONTRACTOR"). W-I-T-N-E-S-S-E-T-H Recitals: A. CITY has been designated a Local Workforce Investment Area (LWIA) under the Workforce Investment Act of 1998, Public Law 105-220 ("the Act"). B. The State of California has created the LWIA to administer the Act programs operated by the State of California pursuant to the Act. C. As a LWIA, CITY is entitled to receive federal funds to establish programs to prepare economically disadvantaged youths for entry into the labor market and to provide basic skills development to those individuals who are economically disadvantaged or otherwise face serious barriers to succeeding in life. One goal of California's Workforce Investment System is to provide youth with the opportunities to achieve career goals that will allow them to successfully compete in the labor market and prepare them for higher education. D. CONTRACTOR is experienced in operating education, occupational development and employment programs for economically disadvantaged youths for entry into the labor market. E. CONTRACTOR is willing to operate said program pursuant to the Act and California law. F. Contractor must comply with applicable Federal, State and local legislation, rules and regulations and Contractor must meet enrollment and program goals. WHEREFORE, for and in consideration of the respective and mutual covenants and promises hereinafter contained and made, and subject to all the terms and conditions hereof, the parties hereto do hereby agree as follows: 1. EXHIBIT 1 Page I of 15 25G-3 CONTRACTOR'S OBLIGATIONS A. CONTRACTOR agrees to provide the following services pursuant to said program, as more specifically set forth in CONTRACTOR'S Statement of Work contained in "Exhibit A", attached hereto and by this reference incorporated herein: CONTRACTOR shall provide their Customer Service Academy of the Science Technology Engineering and Math (STEM) Youth Program that consists of 10 courses, eight hours each, throughout the 2012-2013 academic year for twenty (20) youth, ages 16 to 21. CONTRACTOR'S failure to provide said services may be grounds for CITY to readjust the level of payment to CONTRACTOR otherwise provided for hereinafter. B. CONTRACTOR agrees to provide benefits to individuals who participate in the activities and services funded by this Agreement ("participants") in accordance with the standards and requirements set forth in Workforce Investment Act of 1998, Public Law 105-220. C. CONTRACTOR agrees to perform the services set forth herein in a professional, timely and diligent manner. D. RESERVED E. CONTRACTOR shall adhere to the Labor Standards described in the Act including Section 181 of the Act. F. CONTRACTOR agrees to comply with the "Complaint Handling Procedures under the WIA", attached hereto as "Exhibit B" and incorporated herein as though fully set forth in 20 CFR §667.200, Subpart F. CONTRACTOR shall advise participants of their rights to file complaints under the Act and the procedures for resolution of any complaints. CITY's procedures for handling complaints alleging a violation of the Act, regulations, grants, or other agreements under the Act shall be followed and any decision of CITY, the State or the federal government relating to the complaint shall be binding and followed by CONTRACTOR. CONTRACTORS who are employers shall operate a grievance system that incorporates CITY's procedures for resolution of complaints relating to the terms and conditions of employment; these procedures shall be approved in writing by CITY. G. As a condition of this award of financial assistance under the Act to CONTRACTOR from CITY, CONTRACTOR assures, with respect to operation of all programs or activities funded with funds provided pursuant to the Act, and all agreements or arrangements to carry out such programs or activities, that it will comply fully with the nondiscrimination and equal opportunity provisions of the Act (Section 188) and compliance with Equal Employment Opportunity provisions in Executive Order (E.O.) 11246, as amended by E.O. 11375 and supplemented by the requirements of 41 CFR Part 60; the Nontraditional Employment for Women Act of 1991; Title VI of the Civil Rights Act of 1964, as amended; section 504 of the Rehabilitation Act of 1973, as amended; the Age Discrimination Act of 1975, as amended; the Americans with Disabilities Act of 1990; and with all applicable requirements imposed by or pursuant to regulations implementing those laws, including, but not limited to, 29 CFR Part 33 and 37. The United States, the State of California and CITY have the right to seek judicial enforcement of this assurance. Page 2 of 15 25G-4 H. CONTRACTOR agrees that no participant(s) shall commence training prior to the approval of funding pursuant to Section 123 of the Act. 1. CONTRACTOR agrees to maintain such records and submit such reports, data and information, on the form and containing such information, at such times as CITY may request or require regarding the performance of CONTRACTOR'S services or activities, costs or other data, including but not limited to, participants' attendance, payroll records and job duty statements. CITY, the State of California and the United States government and/or their representatives shall have access for purposes of monitoring, auditing and examining of CONTRACTOR'S activities, performance, books, documents, papers, and records of CONTRACTOR subcontractors, bookkeepers and accountants, and employees and participants relied to this Agreement. Such agencies or representatives shall also schedule on-site monitoring in their discretion. Monitoring activities may also include, but are not limited to, questioning employees and participants and entering any premises or onto any site in which any of the services or activities funded hereunder are conducted or in which any of the records of CONTRACTOR are kept. Nothing herein shall be construed to require access to any privileged or confidential information as set forth in federal or state law. In the event CONTRACTOR does not make the above-referenced documents available within the City of Santa Ana, California, CONTRACTOR agrees to pay all necessary and reasonable expenses incurred by CITY in conducting any audit at the location where said records and books of account are maintained. All accounting records and evidence pertaining to all costs of CONTRACTOR and all documents related to this Agreement shall be kept available at the location where CONTRACTOR conducted the program, as well as in the County of Orange, for the duration of this Agreement and thereafter for three (3) years after completion of an audit. Records which relate to (a) complaints, claims, administrative proceedings or litigation arising out of the performance of this Agreement, or (b) costs and expenses of this Agreement to which CITY, the State of California or the United States Government take exception, shall be retained beyond the three (3) years until resolution of disposition of such appeals, litigation, claims, or exceptions. J. Without prejudice to any other section of this Agreement, CONTRACTOR shall, where applicable, maintain the confidential nature of information provided to it concerning participants in accordance with the requirements of federal and state law. Notwithstanding the foregoing, CONTRACTOR agrees to submit to CITY, the State of California and/or the United States Government or their representatives, all records requested for administrative purposes, including audits, examinations, monitoring and verification of records submitted by CONTRACTOR, costs incurred and services rendered hereunder. K. CONTRACTOR agrees to complete in triplicate, a monthly Invoice/Voucher on CITY's Invoice/Voucher form, showing in detail the amount of money already expended by CONTRACTOR hereunder, as this is a cash reimbursement contract. Accounting records must be supported by such source documentation such as cancelled checks, paid bills, payrolls, time and attendance records, contract and subgrant award documents [29 CFR-Subpart C, Section 97.20 (b)(6)]. CONTRACTOR agrees to submit the above-stated documents to the WIB Administrative Office, 1000 Page 3 of 15 25G-5 East Santa Ana Blvd., Suite 200, Santa Ana, California, 92701, by the tenth (10th) day of the month following the month in which CONTRACTOR'S services are performed. Should CONTRACTOR fail to deliver said documents to CITY, CITY shall have the option to cancel this Agreement by giving CONTRACTOR ten (10) days written notice thereof. CONTRACTOR shall either return to the CITY excess revenues over costs or use such excess revenues as program income by utilizing such program income for additional training activities authorized under the Act. L. CONTRACTOR agrees to expend all funds in accordance with all applicable federal, state and local laws and regulations. CONTRACTOR also agrees to provide at CONTRACTOR'S own expense supplies and other costs of said PROGRAM. M. CONTRACTOR shall arrange independently for an audit that includes WIA funds received from CITY, in accordance with the Act, 20 CFR Section 667.200 and OMB Circular A- 133. CONTRACTOR shall submit one original of each required audit report to CITY within (30) days after the date received by CONTRACTOR. Should CONTRACTOR fail to comply with these requirements, CITY may at its option withhold payment of funds, or disallow funds or suspend additional grant funds. N. CONTRACTOR shall not expend funds pursuant to this Agreement to provide services to any participant where costs of training are paid for by any other person or entity. 0. CONTRACTOR shall comply with the provisions of Circular A-102 of the U.S. Office of Management and Budget (OMB) and the related "Common Rule" entitled "Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Government", Subpart C, paragraphs 37 and 42, Circular A-128, and all other applicable federal statutes and executive orders and their implementing regulations, including regulations at 29 CFR Part 97. P. CONTRACTOR shall comply with the requirements of federal regulations found at 29 CFR 93 which provide that no appropriated funds may be expended by the recipient of a federal contract, grant, loan or cooperative agreement to pay any person for influencing or attempting to influence an officer or employee of any agency, member of Congress or an officer or employee of a member of Congress in connection with awarding of any federal contract, the making of any federal grant or loan, entering into any cooperative agreement and the extension, renewal, amendment or modification of any federal contract, grant, loan or cooperative agreement. CONTRACTOR shall sign a certification to that effect in a form as set forth in "Exhibit C," attached hereto and by this reference incorporated herein. CONTRACTOR shall submit said signed certification to CITY prior to performing any of its obligations under this Agreement and prior to any obligation arising; on the part of CITY to pay any sums to CONTRACTOR under the terms and conditions of this Agreement. Q. CONTRACTOR agrees to provide a drug-free work place and to execute a certification as set forth in "Exhibit D" attached hereto and incorporated herein by this reference. R. CONTRACTOR, in accordance with the Child Support Compliance Act, recognizes and acknowledges the importance of child and family support obligations and shall fully comply with all 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 state Family Code; and, to the best of its knowledge is fully complying with the earnings assignment orders of all employees and Page 4 of 15 25G-6 is providing the names of all new employees to the New Employee Registry maintained by the California Employment Development Department (EDD). S. CONTRACTOR agrees to comply with all applicable provisions of the ACT and the federal regulations, including but not limited to the regulations found at 20 CFR part 652 et al. T. CONTRACTOR agrees to provide priority of services for veterans and eligible spouses pursuant to 20 CFR part 1010 and the regulations implementing priority of service for veterans and eligible spouses in Department of Labor job training programs under the Jobs for Veterans Act published at 73 Fed.Reg. 78132 on December 19, 2008. II. CITY'S OBLIGATIONS A. CITY agrees to pay to CONTRACTOR when, if and to the extent federal funds are received under the provisions of the Act a sum not to exceed Twenty Seven Thousand and Thirty Two dollars ($27,032.00) for CONTRACTOR'S performance in accordance with the budget hereto as "Exhibit E" during the period of this Agreement. Said sum shall be paid after CITY receives invoices submitted by CONTRACTOR as provided hereinabove. B. CITY agrees to provide for on-site monitoring reviews of said program operation at least twice annually. In addition, monthly desk-top reviews of pertinent information will be conducted. C. CITY has the right to de-obligate the funds hereunder and take such funding back from CONTRACTOR due to any of the following reasons: (a) lack of performance by CONTRACTOR; (b) lack of fiscal accountability of CONTRACTOR; or (c) decrease in available funding. III. TIME PERIOD OF AGREEMENT This Agreement shall commence on July 16, 2012, and all duties arising under this Agreement shall have been performed by June 30, 2013. The term of this Agreement may be extended by a writing executed by the Deputy City Manager for Development Services and the City Attorney. IV. 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. Page 5 of 15 25G-7 V. WORKER'S COMPENSATION AND EMPLOYER'S RIGHTS A. CONTRACTOR shall use appropriate funds received from CITY to provide workers' compensation to all those hired by CONTRACTOR under this Agreement. B. CONTRACTOR shall have the right to hire, dismiss, or promote its employees or contract personnel hired under this Agreement so long as its hiring or dismissal policy or standard does not violate Title VII of the Civil Rights Act of 1964, Fair Labor Standards Act of 1938, or any other applicable law, and CONTRACTOR maintains itself as an Equal Opportunity employer. VI. APPLICABLE GUIDELINES A. The parties hereto agree that CONTRACTOR shall comply with all applicable federal and state laws and regulations, including, but not limited to the Statement of Work (Exhibit A) and general program requirements described in Sections 106 and 141 of the Act (29 USC Sections 1516 and 1551) and applicable regulations, and the U.S. Department of Labor guidelines and regulations, including amendments or revisions made during the terms of this Agreement. Said applicable laws are hereby incorporated by reference and made as part of this Agreement as though fully set forth herein. B. CONTRACTOR also assures and certifies that: 1. CONTRACTOR shall comply with Title VII of the Civil Rights Act of 1964 (P.L. 83-354) and in accordance with Title VII of the Act, no person shall, on the grounds of race, color, religion, sex, age, handicap or national origin be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this Agreement. 2. CONTRACTOR shall comply with any and all federal laws limiting the political activity of employees hired under this Agreement. 3. CONTRACTOR shall comply with the requirements that no program under the Act shall involve political activities. 4. RECORD INSPECTION. CONTRACTOR shall provide the U.S. Department of Labor and the Controller General, by and through any authorized representative, as well as the WIB Administrative Office, access to and the right to examine all records, books, papers or documents relating to the accounting and use of funds under this Agreement for a three-year period from and after the effective date of this Agreement. 5. No person with responsibilities in the operation of any program under the Act shall discriminate with respect to any program participant or any application for participation in such program because of race, creed, color, national origin, sex, political affiliation or beliefs. 6. CONTRACTOR shall maintain appropriate standards for health and safety in work and training situations. Page 6 of 15 25G-8 7. CONTRACTOR shall comply with general provisions, assurances, and certifications attached hereto as "Exhibit F" and incorporated herein. 8. EQUAL OPPORTUNITY. Any literature distributed by CONTRACTOR for the purpose of apprising businesses, participants, or the general public of its programs under this Agreement shall state that its programs are supported by the City of Santa Ana and the Santa Ana Workforce Investment Board, and shall state that the program is an "equal opportunity employer/program" and that "auxiliary aids and services are available upon request to individuals with disabilities." 9. Based on the population eligible to be served, or likely to be directly affected by the WIA program or activity, the services or information may need to be provided in a language other than English in order to allow such population to be effectively informed about or able to participate in the program or activity. Pursuant to 29 CFR 37.35, the Contractor must take reasonable steps to provide services and information in appropriate languages after considering the scope of the program or activity, and the size and concentration of the population that needs services or information in a language other than English. 10. CONTRACTOR certifies that all property, finished or unfinished documents, data, studies and reports prepared or purchased under this Agreement, will be disposed of in accordance with the direction of the CITY. In addition, any tools and/or equipment furnished to the CONTRACTOR by the CITY and/or purchased by the CONTRACTOR with funds pursuant to this Agreement, will be limited to use within the activities outlined in this agreement and will remain the property of the United States Government and/or CITY. Upon termination of this Agreement, CONTRACTOR will immediately return such tools and/or equipment to the CITY or dispose of them in accordance with the direction of the CITY. 11. CONTRACTOR certifies that this Agreement does not provide for the advancement or aid to any religious sect, church or creed, or sectarian purpose nor does it help to support or sustain any school, college, university, hospital or other institution controlled by any religious creed, church, or sectarian denomination, as specified by Article XVI, Section 5, of the Constitution of the State of California, regarding separation of church and state. 12. PATENT, COPYRIGHTS AND RIGHTS IN DATA. The CONTRACTOR will disclose to the CITY any invention, written product, computer program developed or data assembled as a result of performance of work under this Agreement within seventy four (74) days of invention, development or assembly. The CITY, State of California, and U.S. Department of Labor will have the right to patent any invention and copyright any written product or computer program or data generated by CONTRACTOR. Upon written request, CONTRACTOR will transfer all pertinent information, specifications and right, title and interest to the designated agency. 13. INVENTIONS, PATENTS AND COPYRIGHTS. A. Reporting Procedure. If any project produces patentable items, patent rights, processes, or inventions in the course of work under a U.S. Department of Labor (DOL) grant or agreement, the CONTRACTOR shall report the fact promptly and fully to the CITY. The CITY shall report the fact to the Grant Officer, at the DOL. Unless there is a prior agreement between the CITY and the DOL and its representative on these matters, the DOL shall determine whether to seek Page 7 of 15 25G-9 protection on the invention or discovery. The DOL and its representative shall determine how the rightsin the invention or discovery, including rights under any patent issued thereon, will be allocated and administered in order to protect the public interest consistent with the "Governmental Patent Policy" (President's Memorandum for Heads of Executive Departments and Agencies, August 23, 1971, and Statement of Government Patent Policy as printed in 36 FR 16889). B. Copyright Policy. 1. Unless otherwise provided in the terms of the grant or agreement, when copyright- able material is developed in the course of or under a DOL Grant or agreement, the author and the CITY which developed the work is free to copyright material or to permit others to do so. The CONTRACTOR and the Workforce Investment Board (WIB) shall have a royalty-free, nonexclusive and irrevocable license to reproduce, publish, use and to authorize others to use all copyrighted material. 2. The DOL reserves a royalty-free, nonexclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for Federal Government purposes: (a) The copyright in any work developed under any grant, sub-grant, or contract under a grant or subgrant; (b) Any right of copyright to which a grantee, subgrantee or a CONTRACTOR purchases ownership with grant support; and (c) CONTRACTOR shall comply with the requirements of 29 CFR Part 97.34. C. Rights to Data. The DOL and the CITY shall have unlimited rights to any data first procured or delivered under this Agreement. 14. CLEAN AIR / CLEAN WATER ACT. If the grant hereunder exceeds $100,000, CONTRACTOR must comply with Section 306 of the Clean Air Act [(42 USC 1875(h)]; Section 508 of the Clean Water Act (33 USC 1368); Executive Order 11738 and Environmental Protection Agency ("EPA") regulations (40 CFR Part 15) as any may now exist or be hereafter amended. Under these laws and regulations, the CONTRACTOR assures that: (a) No facility to be utilized in the performance of the proposed grant has been listed on the EPA List of Violating Facilities; (b) It will notify CITY prior to award of the receipt of any communication from the Director, Office of Federal Activities, U.S. EPA, indicating that a facility to be utilized for the grant is under consideration to be listed on the EPA List of Violating Facilities; (c) It will notify the CITY and the EPA about any known violation of the above laws and regulations. C. CONTRACTOR agrees to adhere to the following STANDARDS OF CONDUCT: 1. General Assurance. Every reasonable course of action will be taken by CONTRACTOR in order to maintain the integrity of this expenditure of public funds and to avoid favoritism. This Agreement will be administered in an impartial manner, free from errors to gain personal, financial political gain. CONTRACTOR, its officers and employees, in administering this Agreement, will avoid situations which give rise to a suggestion that any decision was influenced by prejudice, bias, special interest or desire for personal gain. Page 8 of 15 25G-10 2. Employment of Former State or CITY Employees. CONTRACTOR will ensure that any of its employees who were formerly employed by the State of California or CITY, in a position that could have enabled such individuals to impact policy regarding or implementation of programs covered by this Agreement, will not be assigned to any part or phase of the activities conducted pursuant to this Agreement for a period of not less than two years following the termination of such employment. 3. Conducting Business Involving Relatives. No relative by blood, adoption or marriage of any executive or employee of CONTRACTOR will receive favorable treatment when considered for enrollment in programs provided by, or employment with, CONTRACTOR. 4. Conducting Business Involving Close personal Friends and Associates. Executives and employees of CONTRACTOR will be particularly aware of the varying degrees of influence that can be exerted by personal friends and associates and, in administering this Agreement, will exercise due diligence to avoid situations which give rise to an assertion that favorable treatment is being granted to friends and associates. When it is in the public interest for CONTRACTOR to conduct business with a friend or associate of an executive or employee of CONTRACTOR, an elected official in the area or a voting or non-voting member of the Workforce Investment Board (WIB), a permanent record of the transaction will be retained. 5. Avoidance of Conflict of Economic Interest. No executive or employee of CONTRACTOR elected official in the area, or voting or non-voting member of a WIB, will solicit or accept money or any other consideration from a third person, for the performance of an act reimbursed in whole or part by CONTRACTOR or CITY. Supplies, materials, equipment or services purchased with Agreement funds will be used solely for purposes asserted or allowed under this Agreement. No voting member of the WIB will cast a vote on the provision of services or vote on any matter which would provide direct financial benefit to that member or any business or organization which the member directly represents. 6. Salary and Bonus Limitations. All Subrecipients of WIA program funds are required to comply with federal requirements regarding the limitations on salary and bonus payments in accordance with Public Law 109-149, Section 7013. VII. HOLD HARMLESS A. CONTRACTOR shall indemnify and save harmless CITY, its officers, agents and employees, from and against any and all damages to property or injuries to or death of any person or persons, including property and employees or agents of CITY, and shall defend, indemnify and save harmless CITY, its officers, agents and employees, from any and all claims, demands, suits, actions or proceedings of any kind or nature, including, but not by way of limitation, workers' compensation claims, resulting from or arising out of the negligent acts, errors or omission of CONTRACTOR, its employees or subcontractors. B. CONTRACTOR shall indemnify and save harmless CITY, its officers, agents and employees, from and against any and all damages to property or injuries to or death of any person or persons, including property and employees or agents of CITY, and shall defend, indemnify and save harmless CITY, its officers, agents and employees, from and against any and all claims, demands, suits, actions or proceedings therefore, resulting from or arising out of the intentional or malicious acts of CONTRACTOR, its employees or subcontractors. Page 9 of 15 25G-11 C. Both parties to this Agreement shall agree to defend, indemnify, and hold harmless the other party, its officers, agents, employees, and volunteers, from and against all loss, cost, and expense arising out of any liability or claim of liability, sustained or claimed to have been sustained, arising out of activities, or the performance or nonperformance of obligations under this Agreement, of the indemnifying party, or those of any of its officers, agents, employees, or volunteers. The provisions of this Article do not apply to any damage or losses caused solely by the negligence of the non-indemnifying party or any of its agents or employees. VIII. INSURANCE 1. Commercial General Liability. CONTRACTOR agrees to obtain and keep in force during the term of this Agreement a policy of comprehensive commercial public liability insurance insuring the State of California, CITY, and CONTRACTOR against any liability for accident, injury or death arising out of or in consequence of this Agreement. Such insurance shall be in an amount not less than One Million Dollars ($1,000,000.00) for any injury to or death of any person or persons in any single accident or occurrence. Said policy of comprehensive public liability insurance shall be endorsed to provide to CITY and to the State of California, Employment Development Department, at least thirty (30) days written notice prior to cancellation; name CITY, its officers, agents, employees, and volunteers, and the State of California, its officers, employees, and volunteers as additional insured; and state that such coverage is primary to any other coverage or self-insurance of the State of California and CITY. Governmental entities may substitute a certificate of self-insurance. 2. Automobile Liability Coverage. CONTRACTOR shall also obtain and maintain, during the effective period of this Agreement, broad form automobile liability coverage with a $1,000,000 limit unless reduced by CITY, which applies to both owned/leased and non-owned automobiles used by CONTRACTOR employees or participants in performance of this Agreement, or, in the event that CITY will not utilize such owned/leased automobiles but intends to require employees, participants or other agents to utilize their own automobiles in the performance of this Agreement, CONTRACTOR shall secure and maintain on file from all such employees, participants, or agents as self-certification of automobile insurance coverage. Governmental entities may substitute a certificate of self-insurance. 3. Workers' Compensation. If CONTRACTOR is an "employer", as set forth in California Labor Code Section 3300 et seq., or utilizes participants as "employees," as set forth in California Labor Code Section 3350 et seq., CONTRACTOR shall obtain and keep in force during the term of this Agreement full Workers' Compensation insurance coverage for injuries suffered by participants. Said insurance policy shall guarantee CITY at least thirty (30) days written notice of cancellation or modification. CONTRACTOR shall carry medical and accident insurance for those participants not qualifying as "employees" for Worker's Compensation Coverage, pursuant to California Labor Code Section 3350, et seq. 4. Equipment Coverage. CONTRACTOR shall purchase a policy or policies of insurance covering loss or damage to any and all Equipment provided to or purchased by CONTRACTOR in accordance with this Agreement. Said insurance shall be in the amount of the full replacement value thereof, providing protection against the classification of fire, extended coverage, Page 10 of 15 25G-12 vandalism, malicious mischief, theft, and special extended perils. Governmental entities may substitute a certificate of self-insurance. 5. Proof of Insurance. Certificates and endorsements must be submitted and approved by CITY prior to any work under this Agreement. CONTRACTOR understands that CITY will make no payments under this Agreement until the required certificates and endorsements have been approved by CITY. IX. CORPORATE STATUS All corporate CONTRACTORS shall be in good standing, without suspension by the California Secretary of State, Franchise Tax Board and Internal Revenue Service. Any change in corporate status or suspension shall be reported immediately to CITY. X. ASSIGNABILITY None of the duties of, or work to be performed by, CONTRACTOR under this Agreement shall be subcontracted or assigned to any agency, consultant, or person without the prior written consent of CITY. CONTRACTOR must submit all subcontracts and other agreements that relate to this Agreement to CITY. No subcontract or assignment shall terminate or alter the legal obligations of CONTRACTOR pursuant to this Agreement. XI. LAWS GOVERNING THIS AGREEMENT In its performance under this Agreement, CONTRACTOR shall fully comply with the requirements of the following, whether or not otherwise referred to in this Agreement: 1. The Act and all applicable federal statutes, regulations, policies, procedures and directives, including but not limited to, 20 C.F.R. Parts 652 and 660 through 671. 2. All applicable State statutes, regulations, policies, procedures and directives; 3. All applicable CITY policies, procedures and directives; 4. All applicable local ordinances and requirements, including use permits and licensing; 5. Court orders applicable to its operation; and, 6. The terms and conditions of this Agreement. If any of the foregoing is enacted, amended, or revised, CONTRACTOR will cornply with such or will notify CITY after enactment or modification that it cannot so comply. CITY may thereupon terminate this Agreement, if necessary. Page I I of 15 25G-13 XII. EXCLUSIVITY AND AMENDMENT OF AGREEMENT This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the employment of CONTRACTOR by CITY, and contains all the covenants and agreements between the parties with respect to such employment. 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, and that no other agreement or amendment hereto shall be effective unless executed in writing and signed by both CITY and CONTRACTOR. XIII. FRAUD CONTRACTOR shall immediately report to CITY all instances and facts concerning possible fraud, abuse or criminal activity relating to expenditure or receipt of funds under this Agreement. XIV. CONTINGENCY OF FUNDS CONTRACTOR acknowledges that approval of and funding for this Agreement is contingent upon State approval, and funds received or obligated from the State of California to CITY. If such approval of funds is not forthcoming, or is otherwise limited, CITY shall immediately notify CONTRACTOR. Within twenty (20) days of receipt of such notice, CONTRACTOR shall modify or cease operations as directed by CITY and negotiate necessary modification to this Agreement and/or reimbursement of costs incurred hereunder. XV. TERMINATION A. This Agreement may be terminated by either party at its sole discretion, upon thirty (30) days written notice to the other party. Notice shall be deemed served on the date of mailin°. However, CONTRACTOR may not terminate this Agreement if undue hardship will result to any participant. B. In the event CONTRACTOR defaults by failing to fulfill all or any of its obligations hereunder, CITY may declare a default and termination of this Agreement by written notice to CONTRACTOR, which default and termination shall be effective on a date stated in the notice which is to be not less than ten (10) days after certified mailing or personal service of such notice, unless such default is cured before the effective date of termination stated in such notice. If terminated for cause, CITY shall be relieved of further liability or responsibility under this Agreement, or as a result of the termination thereof, including the payment of money, except for payment for approved expenses incurred for services satisfactorily and timely performed prior to the mailing or service of the notice of termination, and except for reimbursement of (1) any payments made for services not subsequently performed in a timely and satisfactory manner, and (2) costs incurred by CITY in obtaining substitute performance. Page 12 of 15 25G-14 XVI. DISPUTES Except as otherwise provided in this Agreement, any dispute concerning any question arising under this Agreement shall be decided by CITY. In such a case CITY shall reduce its decision to writing and mail or otherwise furnish a copy thereof to CONTRACTOR. The decision of the City shall be final and conclusive unless within thirty (30) calendar days from the mailing or delivery of such copy, CITY receives from CONTRACTOR written request to appeal said decision. Procedures governing the appeal shall be prescribed by CITY and/or the State of California in accordance with the Act and all corresponding regulations and OMB circulars. Pending final disposition of the appeal, CONTRACTOR shall act in accordance with CITY's decision unless the dispute involves a change order. XVII. BREACH - SANCTIONS If, through any cause, CONTRACTOR violates any of the terms and conditions of this Agreement, and/or prior agreements whereby grant funds were received by CONTRACTOR pursuant to this Agreement, or if CONTRACTOR reports inaccurately or if any Audit Report makes disallowances, CONTRACTOR shall promptly remedy its acts or omissions and/or repay CITY all amounts due CITY as a result of CONTRACTOR's violation. For any such failures or violations, CITY shall also have the right at its sole discretion to either: (1) discontinue program support until such time as CONTRACTOR fulfills its obligations or remedies all violations of this agreement or prior agreements; and/or (2) collect outstanding amounts as determined by CITY due CITY by offsetting or debiting from current claims or invoices, if after thirty (30) days' written notice CONTRACTOR has failed to repay same or a repayment schedule has not been made; and/or (3) terminate this Agreement by giving written notice to CONTRACTOR of such termination in accordance the notice provision in Paragraph XVIII herein below. XVIII. NOTICES All notices, reports and correspondence between the parties hereto respecting this Agreement shall be in writing and deposited in the United States Mail, postage prepaid, addressed as follows: CITY: City of Santa Ana Manager, WIB Administrative Office P.O. Box 1988 (M-73) Santa Ana, CA 92702 and, CLERK: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Page 13 of 15 25G-15 Telefacsimile (714) 647-6956 CONTRACTOR: Rancho Santiago Community College District Corporate Training Institute 2323 N. Broadway, Suite 328 Santa Ana, CA 92706-1640 ATTN: Ruth Cossio-Muniz XIX. MERGER This Agreement, together with the attachments hereto, expresses the total understanding of the parties. There are no oral understandings of the parties or terms and conditions other than as stated herein. XX. VALIDITY The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. XXI. 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. Page 14 of 15 25G-16 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above-written. ATTEST: Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By: Lisa E. Storck Assistant City Attorney CITY OF SANTA ANA, a municipal corporation of the State of California "CITY" By: Paul Walters City Manager "CONTRACTOR" By: Peter J. Hardash Vice Chancellor of Business Operations/ Fiscal Service Tax ID #: 25G-17 Page 15 of 15 Rancho Santiago Community College District CORPORATE TRAINING INSTITUTE -- CUSTOMER SERVICE ACADEMY Statement of Work In partnership with the Santa Ana WORK Center, via funding from the Workforce Investment Act, Rancho Santiago Community College District (RSCCD) will provide 20 low-income youth, ages 16-21, with training in soft skills concentrated on customer service. The program, known as the Customer Service Academy, consists of 10 courses, eight hours each, for a total of 80 hours of instruction throughout the 2012-2013 academic year. Through RSCCD's Corporate Training Institute, this program, taught by college faculty, will focus on interpersonal and social skills and lead to a Certificate of Completion from Rancho Santiago Community College District. Expected to enhance their personal, educational and professional lives, the subject courses include: • Customer Service • Communications • Team Building • Attitude, Values & Ethics • Time Management • Stress Management • Conflict Management • Decision Making & Problem Solving • Managing Organizational Change Following is a description of each course. 1. Customer Service - Students will explore key skills and attitudes necessary to effectively meet both internal and external customer needs... this includes employers/colleagues and business clients respectively. Participants will be introduced to concepts and appropriate techniques for dealing with the different audiences, enhancing customer satisfaction and insuring positive communication. 2. Communication in the Workplace - Being key to customer service success, communication is critical in understanding what the customers want, when they want it, why they want it and what their expectations are. The best approach in hying to figure all this out is by means of being good listeners and communicators. This course will cover verbal and Exhibit A 25G-18 non-verbal communications as well as superior listening skills with the opportunity to practice techniques, Team Building - Excellence in customer service to our external clients is often tied to how our internal customers get along and can work together. Working as a team can increase productivity, enhance project management, reduce business conflicts and create superior customer service. Students will learn the "styles" of classmates so they can work together better on projects and customer satisfaction. 4. Attitude in the Workplace - Having the right attitude has a positive impact on the workplace and our interactions with customers. Topics in this course will explore how attitudes at work positively and negatively affect customer service, the organization's image, productivity, and employee retention. The best selling training video "FISH" will be featured. 5. Values and Ethics - Ethical behavior affects what happens in the workplace. This course provides the opportunity to evaluate ethical behavior and what's appropriate and what's not. A three-step checklist is introduced to help participants in recognizing ethical behavior. 6. Time Management - Whether it's in the workplace, home or school, all areas of our life benefit from efficiency and productivity. The way we manage our time has an impact on our ability to get things done. Students will explore time management techniques that will help you stay in balance and be more effective in the workplace. 7. Stress Management - Nearly 1 million Americans call in sick every day because of stress related reasons, costing organizations money, especially in lowered productivity. This course defines what stress is and how it affects both employees and the overall workplace. Causes of stress are identified and dozens of stress management tips and techniques are delivered and practiced. 8. Conflict Resolution - Conflict gets in the way of good business and meaningful relationships. Participants will explore the causes and impact conflict can have on customer service and workplace affairs. This course will cover proven strategies and techniques for resolving tough issues and how to turn a difficult customer, or colleague, into a loyal one. 9. Decision Making and Problem Solving - Many of us face a constant barrage of workplace decisions and problems to be solved. Regardless of job responsibilities, students will learn that they are responsible for smart choices. Instruction will focus on decision-making styles, processes and techniques, and when they each should be applied. Students will learn how to be creative problem solvers. 10. Managing Organizational Change - It's easy to become comfortable in a workplace environment and not expect change, but when change happens, we have natural tendencies to resist. This course reviews the negative effects of resisting change, skills needed to manage new responsibilities, and how to focus on the positive side of change. The Customer Service Academy is an interactive program that will utilize videos, books, personality assessments, presentation tools, and incorporate games to enhance the students' interpersonal skills and encourage participation in all 10 courses. It is expected that with this training, participants will improve their chances of doing well on interviews and increase their probability of obtaining employment. Exhibit A 2 25G-19 To expose the youth to higher education, the training may be conducted on the college campuses of Santa Ana College and/or Santiago Canyon College, or the RSCCD operations center: • Santa Ana College - main campus located at the intersection of Bristol and 17Ih streets. • Santiago Canyon College - located in Orange at Chapman and Newport avenues. • RSCCD Operations Center - this facility houses economic and workforce development programs that offer many professional development and business workshops on site. By allowing students the opportunity to experience higher learning at a college facility, we hope that they will become comfortable in seeking advanced education by enrolling in an academic institution that will earn them a college degree. Exhibit A 3 25G-20 COMPLAINT HANDLING UNDER THE WORKFORCE INVESTMENT ACT SANTA ANA WIA Santa Ana Local Workforce Investment Area Revised May 7, 2009 EXHIBIT B 25G-21 Table of Contents I. Information Regarding Complaints 3 A. Nondiscrimination and Equal Opportunity Complaints 3 1. Policy Statement 3 2. Civil Rights 4 3. Nondiscrimination laws under WIA 4 4. How to File Your Complaint 5 B. Criminal Complaints 6 Il. General Procedures for Handling Non-Criminal Violations of the Act 6 III. Procedures for Handling Complaints at the LWIA Level 8 IV. Procedures for Handling Complaints at the State Level 12 V. Procedures for Handling Discrimination Complaints by Participants 15 VI. Procedures for Handling Handicap Complaints by Participants 17 GLOSSARY OF WIA TERMS 20 2 EXHIBIT B 25G-22 I. Information Regarding Complaints A. Nondiscrimination and Equal Opportunity Complaints 1. Policy Statement In carrying out the purpose of the Workforce Investment Act (WIA), the City of Santa Ana Local Workforce Investment Area (LWIA) will establish programs to prepare youth and unskilled adults for entry into the labor force and to afford job training to those individuals facing serious barriers to employment. Every effort will be made to provide services necessary for eligible individuals to obtain productive employment. In implementing WIA, all contractors in the Santa Ana LWIA will foster equal . opportunity and non-discrimination, as provided in State and Federal equal opportunity and non-discrimination laws including, but not limited to: • Title VI of the Civil Rights Act of 1964 • Title VII of the Civil Rights Act of 1964 • The Age Discrimination Act of 1975, as amended • Section 503 of the Rehabilitation Act of 1973 • Section 504 of the Rehabilitation Act of 1973 • Title IX of the Education Amendments of 1972 • Section 188 of the Workforce Investment Act of 1998 In keeping with our commitment, no individual shall be excluded from participation in, denied benefits of, subjected to discrimination under, or denied employment, in the administration or of in connection with any WIA funded program because of race, color, religion, sex, national origin, age, handicap, or political affiliation or belief. Participation in programs and activities financially assisted in whole or in part under WIA shall be open to citizens and nationals of the United States, lawfully admitted permanent resident aliens, lawfully admitted refugee, parolees, and other individuals authorized by the Attorney General to work in the United States. No individual will be intimidated, threatened, coerced, or discriminated against because of filing a complaint, furnishing information, or assisting or participating in any manner in an investigation, compliance review, hearing or any other activity related to the administration of WIA. 3 EXHIBIT B 25G-23 Administration responsibility for this Equal Opportunity/Affirmative Action (EO/AA) Program is delegated to the Equal Employment Opportunity (EEO) Officer for the Santa Ana local Workforce Investment Area. Equal opportunity and non- discrimination, however, will only be achieved through leadership and implementation of a viable Affirmative Action Equal opportunity Program. 2. Civil Rights No one applying for or enrolled in the Workforce Investment Act (WIA) programs may be discriminated against because of race, color, creed, handicap, national origin, sex, age, political affiliation, or beliefs. This means that - for any of the characteristics listed above: • You may not be denied the opportunity to enroll in WIA. No benefits or services may be denied you for discriminatory reasons. • You may not be segregated or treated any differently from other applicants or participants, while you are being registered, interviewed, counseled or tested; or while you are working or attending classes as part of the program. • You must be provided an equal chance to use all facilities available in the program. • Fair employment practices must be provided to all staff with regard to recruiting, hiring, transferring, promotions, training, compensation, benefits, layoff, and termination. You have the right to make a complaint if you feel you have been denied any of the above opportunities. You cannot in any way be penalized for filing a complaint. Your WIA sponsor has established a mechanism for handling complaints and grievances. Your complaint must be filed within 180 days. All complaints will be handled confidentially. 3. Nondiscrimination Laws under WIA Title VI of the Civil Rights Act of 1964 Prohibits discrimination on the basis of race, color, national origin, or religion. The Age Discrimination Act of 1975 Prohibits arbitrary discrimination against persons age 40-70. The Rehabilitation Act of 1973 4 EXHIBIT B 25G-24 Prohibits discrimination based on handicap. Title IX of the Education Amendments of 1972 Prohibits discrimination in any education or training program or activity receiving federal financial assistance. OTHER CIVIL RIGHTS LAWS: Title VII of the Civil Rights Acts of 1964 Prohibits discrimination in employment based on race, color, religion, sex, or national origin in all terms and conditions of employment and establishes the Equal Employment Opportunity Commission as the administrative agency. White House Executive Order no. 11246 as Amended by Executive Order No. 11375 Creates the office of Federal Contract Compliance and prohibits discrimination based on race, color, sex, religion, or national origin. Department of Labor Secretary's Order no. 4-73 Prohibits discrimination based on sex. Equal Pay Act of 1963 Prohibits pay differential solely because of sex. Emergency Employment Act of 1971 Prohibits discrimination based on race, creed, national origin, political affiliation, or beliefs. 4. How to File Your Complaint a. Put your complaint in writing. b. Have it sworn to before a notary public, if possible. c. Provides details that tell what happened, where it happened and when it happened. d. Give the name and addresses of all persons who were present or who had anything to do with the matter. ...Complaints on the basis of race, color, or national origin, age, sex, religion, political affiliation or belief, retaliation and citizenship, must be filed within 180 days of the alleged occurrence directly with: s EXHIBIT B 25G-25 Director Civil Rights Center U.S. Department of Labor, Room N-4123 200 Constitution Ave., NW Washington, D.C. 20210 Complaints on the basis of handicap must be filed within 180 days of the alleged occurrence. These complaints must be filed directly with the WIA administrative entity. The WIA administrative entity shall issue a written decision within 30 days of the filing of the complaint. If the complaint is still unresolved, an appeal may be made to the Chief of State Workforce Investment Division Office. The Department of Labor, the Civil Service Commission, the Equal Employment opportunity Commission, and many other offices and agencies are committed to assuring equal employment opportunities for all persons. They will protect you. A case may be taken to court if the other processes do not yield satisfactory results. You may hire your own lawyer, or if you cannot afford one, the court may appoint one for you. It is unlawful for an employer, union, or employment agency to punish you or any witness for attempting to present the facts in a case. YOUR CIVIL RIGHTS UNDER THE WORKFORCE INVESTMENT ACT Santa Ana Local Workforce Investment Area 1000 E. Santa Ana Blvd., Ste 200 Santa Ana, CA 92701 (714)565-2600 B. Criminal Complaints In accordance with the WIA (P.L. 105-200) and the implementing code of Federal section 667.600.... Federal handling of criminal complaints and report fraud, abuse and other criminal activity. "All information and complaints involving fraud, abuse or other criminal activity shall be reported directly and immediately to the City of Santa Ana and the Secretary of Labor." II. General Procedures for Handling Non-Criminal Violations of the Act The following procedure is promulgated to meet the requirements of Title 20, of the Code of Federal Regulations, Section 667.600 through 667.640 of the WIA regulations, and Section 181(c) of the Act (Public Law 105.200: 29 U.S. Code Sec. 2931 et seq.) at the State and LWIA 6 EXHIBIT B 25G-26 level for the receipt, investigation, hearing, and resolution of complaints by WIA participants, sub recipients, applicants for participation, or financial assistance, labor unions, community based organizations, or any other persons. These procedures provide for resolution of non-criminal complaints arising from the operation of the Santa Ana LWIA. A complaint is defined here as a written expression by a party alleging a violation of the Act, regulations promulgated under the Act, recipient grants, sub agreements, or other specific agreements under the Act, including terms and conditions of employment of such participants in employment training programs. All complaints, amendments and withdrawals shall be in writing. These procedures are intended to resolve matters which concern policies, procedures or action(s) arising in connection with WIA programs operated by each LWIA grant recipient and sub recipient under the Act. These procedures shall not be construed as affecting any other available legal remedy outside of the WIA complaint process (i.e., disputes regarding terms and conditions of employment of any employee who is not a participant), either separately or simultaneously, that a person may wish to pursue in the resolution of a non-WIA complaint. Also, these procedures do not restrict the LWIA grant recipient staff in carrying out informal discussion Procedures do not restrict the LWIA grant recipient staff in carrying out informal discussion and resolution of any problems outside of and without resort to the formal complaint procedure. A. The following principles and rules apply to all complaints at all steps of the complaint procedures: 1. All complaints must be made in writing within 180 days of the alleged occurrence, except complaints alleging fraud or criminal activity. 2. All persons filing a complaint shall be free from restraint, coercion, reprisal, or discrimination. Good faith efforts shall be made to informally resolve the complaint prior to the scheduled hearing. Complainants have the right to withdraw their complaints (in writing) at any time prior to the hearing. A complainant may amend his/her complaint to correct technical deficiencies but not to add issues. 3. Complainants shall have the right to be represented at their own expense by person(s) of their choosing at all levels of the complaint process. 4. Upon enrollment into employment or training, participants shall be provided with a written description of these procedures, including notification of their right to file complaints and instructions for filing. An employer of participants, including private-for-profit employers of participants, may use this or other complaint resolution procedures so long as the participant is informed of the complaint resolution procedure they are to follow and the time frames governing review of complaints are met. 7 EXHIBIT B 25G-27 A "participant", within the meaning of these procedures, is an individual who receives employment-training services under a program funded by Santa Ana LWIA. The Complaint Resolution Procedures contained herein (or the alternative procedures which an employer may use) shall be available to participants to resolve disputes regarding items and conditions of employment of such participants in employment training programs. However, such procedures shall not be used to resolve disputes regarding terms and conditions of employment of any employee who is not a participant, as defined herein. 5. If a complaint does not receive a decision at the LWIA grant recipient level within 60 days of filing the complaint or receives an unsatisfactory decision, the complainant then has a right to request a review of the complaint by the Governor. 6. Complainants must initially file and exhaust LWIA grant recipient/hearing procedures prior to appealing to the State except where the State determines that the LWIA grant recipient's procedures are not in compliance with the State's procedures. III. Procedures for Handling Complaints at the LWIA Level A. Receipt Complaints Pursuant to the WIA regulations found at 20 CFR, Section 667.600, the LWIA administrative entities have the responsibility to conduct hearings and resolve complaints made by individuals about the administration of programs in the LWIA. "LWIA level" encompasses LWIA administrative entity and employers to which the administrative entity has delegated the complaint resolution process. The following comprise the guidelines for resolving issues arising in connection with WIA programs operated by the Santa Ana LWIA including resolutions of complaints arising from actions, such as audit disallowances or the imposition of sanctions taken by the Governor with respect to audit findings, investigations or monitoring reports. 1. Form and Filing of Compliant Official filing date of the compliant is the date the written complaint is received. The filing of the complaint with the Santa Ana LWIA Equal Employment Opportunity Officer shall be considered as a request for hearing and a decision must be issued within 60 days. The complaint must be in writing and must be signed and dated. The complaint should also contain the following information: a. Full name, telephone number, if any, and mailing address of the complainant; b. Full name, telephone number, and mailing address of the agency involved (respondent); c. Clear and concise statement of facts including dates constituting alleged violation; s EXHIBIT B 25G-28 d. What provisions under the Act, regulations, grant or other agreements under the Act, are believed to have been violated; e. Remedy sought by the complainant; and f. If the complainant is a private or public entity or corporation, and not a natural person, the filing of the complaint must be duly authorized by the governing body of such entity or corporation. The absence of any of the requested information shall not be a basis for dismissing the complaint. A copy of the complaint must be sent to the respondent and both parties notified of the opportunity for an informal resolution. At each step of the complaint process, the complainant must be notified in writing of the next procedural step. 2. Informal Conference Informal conferences will be utilized by the Santa Ana LWIA to resolve complaints; however, such informal conferences shall not extend the time within which a decision must be issued after receipt of a complaint. Attempts at informal resolution will commence with two (2) weeks of the date of filing of the complaint. a. The EEO Officer will review the case and ascertain facts prior to the conference so that appropriate resolution can take place at the time of this meeting whenever possible. b. Although the complainant should be encouraged to attend this conference, his/her failure to do so should not preclude his/her right to request a hearing on the matter. c. If mutually satisfactory resolution results and the Santa Ana LWIA concurs, the EEO Officer will write a brief report for the file stating the issues and resolution. The matter shall then be considered closed. d. If resolution does not result, the complainant shall be provided the necessary information and assistance to request a hearing if he/she so desires. 3. Request for Hearing a. As in the case of the complaint, the request for a hearing should be put in writing and be filed in person or by mail. A governing board resolution of authorization to appeal should also be submitted when appropriate. The request should be filled with: Anita Queen Sr. Personnel Analyst - EEO Officer 20 Civic Center Drive, M-24 Santa Ana, CA 92701 (714) 647-5157 9 EXHIBIT B 25G-29 b. A hearing will be scheduled by the EEO Officer within thirty (30) days of the date of filing of the complaint. 4. Notice of Hearing Upon receipt of the request for hearing, the complainant and the respondent will be notified in writing of the hearing ten (10) calendar days prior to the date of the hearing. The ten-day notice may be shortened with the written consent of the parties. A decision will be issued by the Santa Ana LWIA within sixty (60) days of the date of filing of the complaint. The hearing notice shall be in writing and contain the following information: a. The date of notice, name of the complainant, and the name of the party against whom the complaint is filed. b. The date, time and place of hearing before an impartial hearing officer. c. A statement(s) of the alleged violation(s) d. Advise as to where information or assistance may be obtained, and the name, address, and telephone number of the Santa Ana LWIA Equal Employment Opportunities (EEO) Officer who can answer inquiries. B. Conduct of Hearing The hearing shall be conducted in an informal manner with strict rules of evidence not applicable. Unnecessary technicalities should be avoided. It should provide the flexibility to enable adjustment to the circumstances presented. 1. The hearing officer shall have complete independence to obtain facts and make decisions. The hearing officer shall be in a position to render impartial decisions and thus should not be subordinate to the Santa Ana LWIA or its sub recipients. The hearing officer will be selected from a list of names on file with the EEO Officer. 2. Full regard must be given to the requirements of due process to insure a fair and impartial hearing. 3. The hearing office designated by the EEO Officer to function in a quasi-judicial capacity should begin the hearing by summarizing the record and the issue and should explain the manner in which the hearing will be conducted, making sure that everyone involved understands the proceedings. Such explanations should be adapted to the needs of the specific situation. The hearing officer might take testimony under oath or affirmation to give some assurance of veracity to the hearing. sa EXHIBIT B 25G-30 4. The burden of proof should be reasonable and flexible, dependent upon the circumstances of the case involved. The hearing officer determines the order of proof. Generally, the party making the complaint has the obligation of establishing his or her case and should be examined first. 5. The party involved should have the right to be represented (at their own expense) if he/she so desires. Other he/she is limited to his/her own abilities and those to the hearing officer in obtaining testimony in the case. 6. It is important that the hearing officer obtain the fullest information for the record. If the parties involved, or their representatives, do not know how to ask the right or pertinent questions in pursuing their right to due process, it shall be necessary for the hearing officer to step in to have all the materials and relevant facts elicited. 7. The practice in informal hearings is generally not to apply strict rules of evidence in obtaining facts. However, the quantity of evidence required to support a decision on an issue should be sufficiently credible that the state (or other appropriate agency), upon reviewing the decision, would conclude that the decision is supported by substantial evidence. 8. The hearing officer should attempt to negotiate a resolution of the issue at any time prior to the conclusion of the hearing. 9. Within ten (10) days of the conclusion of the hearing, the hearing officer will issue a recommended decision to the LWIA for final determination. The recommended decision shall be in writing and may be accepted, rejected or modified by the Santa Ana Workforce Investment Board. C. Issuance of Decision Within sixty (60) calendar days of filing of the complaint, the Santa Ana LWIA shall issue a written decision to all parties by first class mail. The final decision shall contain the following information: 1. The name of the parties involved. 2. A statement of the alleged violation and issues related to the alleged violation. 3. A statement of the facts. 4. The decision and the reasons for the decision. 5. A statement of corrective action, if any, to be taken. 6. Notice of the right to request, within ten (10) calendar days of receipt of the decision, a review of the decision by the State Review Panel. D. Record of Hearing 11 EXHIBIT B 25G-31 An administrative file containing support documents on the complaint resolution process hearing conducted will be retained by the Santa Ana LWIA. The purpose of a record is to serve as substantiation of the process followed by the Santa Ana LWIA on the resolution of the issues and the results. This information would then be available for subsequent review in the event the matter is raised with the State. Such records must be retained for a three- year period after the grant has been officially closed out. The Santa Ana LWIA's written decision will be included in the record. Evidence received at the hearing, notes by the hearing officer, stenographer's notes and tape recordings may also be used. E. Establishment of Complaint Procedures In accordance with Section 667.600, each employing agency including private-for-profit employers of participants under the Act is required to establish a complaint procedure for resolving matters relating to the terms and conditions of employment. Employers may operate their own grievance system or may utilize the Santa Ana LWIA's established procedures under Section 667.600. At a minimum these procedures must include: Written notice, upon enrollment into employment training services, of the scope and availability of such procedures. Employer's grievance procedures shall be set forth in a written document and must meet the regulation mandate that a complaint will be resolved with sixty (60) days from the date the complaint was filed. A copy of employer's grievance procedure shall be provided to each participant upon enrollment in employment training. 2. Written notice, at the time the grievance is filed, of the procedures under which the grievance will be processed. 3. Written notification of the disposition of the grievance and a written decision shall be issued within thirty (30) days of the filing of the grievance unless a present and long established grievance specifically provides other limits; and 4. Written notification of the participant's right to request a review of the employer's decision by the Santa Ana LWIA and the State Review Panel in accordance with Section 667.600. IV. Procedures for Handling Complaints at the State Level Section 181 (c) of the Act and the WIA regulations at 20 CFR, Section 667.600 (d) requires the Governor to establish a State Review process of complaints filed at the LWIA grant recipient level and of complaints initially filed at the State level. Appeals of decisions issued at the LWIA level including audit disallowances and sanctions shall be reviewed by the State Review Panel. The State Review Panel shall review the record established at the LWIA level and shall issue a decision based on the information contained therein. 12 EXHIBIT B 25G-32 Complaints which may be initially filed at the State level will be heard by an independent hearing officer designated by the State Workforce Investment Division (WID). The hearing officer shall conduct a hearing and issue a recommended decision to the State Panel. The recommended decision shall be in writing and may be accepted, rejected or modified by the State Review Panel. A. Form and Filing of Complaint. 1. Request for State Review of LWIA Level Decisions On receipt of a complainant's request for review because of an unsatisfactory decision, the State shall provide for an independent state review, 2. Filing of Requests for State Review The State Review Panel shall review all LWIA level decisions when a request for review is filed within 10 days of receipt of the adverse decision. Such requests must be filed in writing with the Chief of the WID Office. The request for review should contain the following information: a. Full name, address, and telephone number of the party requesting the review b. Full name, address, and telephone number of the other party c. A copy of the decision d. Brief statement of reasons for review or the section of the LWIA decision to be reviewed including regulatory and statutory citations e. A statement of the relief sought. 3. Complainant Responsibility It is the responsibility of the complainant to include in the request for review a written statement setting forth the facts presented at the LWIA hearing which support the requested relief. The Chief, WID, shall mail a copy of the request for review to the other party and to the LWIA. It shall be the responsibility of the LWIA to submit the complete record including a typed record of the hearing to the Chief, WID, within ten (10) days. B. Conduct of Hearings. 1. Request for Hearing at the State Level If no decision has been issued at the LWIA level or the State has determined an audit disallowance or imposed sanctions, the complainant may request a hearing. The 13 EXHIBIT B 25G-33 hearing officer will then issue a recommended decision to the State's Review Panel for final determination. 2. Filing for Request for Review The request for a State hearing shall be filed within ten (10) days after LWIA should have issued a decision or ten (10) days after the issuance of the audit disallowance or sanction. The request shall be filed directly with the Chief of the WID in writing and should include the following: a. Full name, address, and telephone number of the LWIA b. Name, address, and telephone number of the LWIA C. Copies of complaints made at LWIA level from which no decisions were issued or sanctions and imposed. d. A statement of basis for the request for hearing. 3, Evidentiary Hearing Upon receipt of the request for a State level hearing, a hearing before a designated hearing officer will be scheduled. The hearing will be recorded mechanically or by court reporter. Both parties concerned will have the opportunity to present oral and written testimony under oath, to call and question witnesses in support of his/her position, to present oral and/or written arguments, to examine records and documents relevant to the issue(s), and to be represented. The hearing officer shall issue a written decision, which shall be forwarded to the State Review Panel for final determination. The State Review Panel may accept, reject or modify this recommendation. The decision of the State Review Panel is final except for audit disallowances, which must be approved by the Secretary of Labor C. State Review Panel The State Review Panel will consist of a panel of three representatives from the Employment Development Department: one from the Legal Offices, one from the WID, and one from the Director's office. The panel will issue a written decision, which will be sent to the appropriate parties within thirty (30) days of receipt of the request for State review. Decisions issued by this panel, under the authority of the Governor, are final. 14 EXHIBIT B 25G-34 D. Issuance of State Review Decision. The State review will be limited to violations of the WIA, implementing WIA regulations or the grant agreement. This review shall be limited to the record established at the LWIA hearing. V. Procedures for Handling Discrimination Complaints by Participants. A. Complaints on the basis of race, color, or national origin, age, sex, religion, political affiliation or belief, retaliation, and citizenship, where appropriate, must be filed within 180 days of the alleged occurrence. 1. It is the responsibility of the Santa Ana LWIA's Equal Employment Opportunity (EEO) Officer to determine jurisdiction and to make the complainant aware of and provide assistance in filing a complaint in accordance with the Santa Ana LWIA's procedure under Section II (A). 15 EXHIBIT B 25G-35 PROCEDURES FOR HANDLING NON-CRIMINAL COMPLAINTS No later than 180 days of alleged discrimination Within 10 days of receipt of unsatisfactory decision or 10 days from date LWIA decision should have been issued. Handling of complaints filed at LWIA level arising in connection with WIA programs operated by LWIAs Unsatisfactory Decision or LWIA Decision not issued within 60 days Request for State Review Governor's Decision issued by State Review Panel If no decision issued by State Review Panel Appeal to DOL 16 EXHIBIT B 25G-36 w 0 0 Q a c e a 4 w 0 0 0 Informal Resolution Process 2. In cases where areas of authority overlap, it is the responsibility of the EEO Officer to advise the complainant of the existence of State, Federal and other proper action agencies, which may also have a bearing. 3. Complainants alleging discrimination under this part will be made aware of their right to file directly with the Office of Civil Rights (OCR), U.S. Department of Labor and applicable procedures. 4. Complainants must file their complaint directly with: Anita Queen Sr. Personnel Analyst - EEO Officer 20 Civic Center Drive, M-24 Santa Ana, CA 92701 (714) 647-5157 VI. Procedures for Handling Handicap Complaints by Participants Complaints alleging discrimination on the basis of handicap will be filed and processed under the Department of Labor regulations implementing Section 504 of the Rehabilitation Act of 1973 at 29 Code of Federal Regulations Section 32. 1. Complaints must exhaust the Santa Ana LWIA's informal resolution procedures before filing their complaint with OCR. 2. Complainants will be made aware of the 180 days requirement in which to file his/her complaint. A. Procedures at the LWIA Level 1. The complainant shall file his/her complaint directly with the Santa Ana LWIA. Upon receipt of the complaint, the EEO Officer shall investigate and gather information concerning the complaint. 2. An informal conference will be held with the parties concerned in an effort to resolve the issue(s). The complainant has the right to be present and may be represented during the conference. 3. The Santa Ana LWIA shall issue in writing its decision to the complainant no later than thirty (30) days after the filing of the complaint. B. Procedures at the State Level 1. The complainant may appeal to the State if he/she is not satisfied with the decision of the Santa Ana LWIA. 17 EXHIBIT B 25G-37 2. The Complainant must file his/her appeal as a request for review directly with the Chief WID within ten (10) calendar days after the receipt of the Santa Ana LWIA's decision. 3. The Chief-WID, shall issue a decision no later than thirty (30) calendar days after receipt of the request for review. 4. After the complainant has received a decision or no decision has been received from the Director of Employment Development Department (on behalf of the Governor), the complainant has the right to appeal his/her complaint within thirty (30) calendar days to the Office of Civil Rights (OCR) with the Department of Labor. ss EXHIBIT B 25G-38 PROCEDURES FOR HANDLING HANDICAP COMPLAINTS No later than 180 days of alleged discrimination Filing of complaint on the basis Of Handicap with LWIA k Day1 Informal Resolution If no resolution reached Request for Hearing Notice of Hearing Hearing Conducted I I Day 145 Day LWIA Decision Unsatisfactory Decision or No Decision State Review Filed within 30 days of LW IA/State Decision or 90 days from date of initial filing of complaints I Governor's Decision I 60 Days Appeal to Assistant Secretary Department of Labor 19 EXHIBIT B 25G-39 GLOSSARY OF WIA TERM AGE DISCRIMINATION ACT - A law passed by Congress in 1975 which prohibits discrimination on the basis of age by any program or activity receiving Federal Funds. APPLICANT - An individual who applies to a subrecipient or contract for services provided under WIA and who has not yet transitioned to the status of participant. ASSESSMENT - Services designed to determine each participant's employability, aptitudes, abilities and interests and to develop a plan to achieve the participant's employment and related goals; also to identify the available employment and traning activities appropriate for the participant. Testing and counseling may also be used during assessment process. CHARGING PARTY (CP), COMPLAINANT GRIEVANT OR AGGRIEVED PERSON - The person who charges that he/she has been discriminated against under Department of Justice nondiscrimination and civil rights regulations and/or guidelines. DISCRIMINATION - In general, a failure to treat all equally, whether intentional or unintentional; the effect of an action, policy or practice which selects an individual or class of persons to receive unequal treatment. ELIGIBLE NON-CITIZEN - Lawfully admitted permanent resident, aliens, lawfully admitted refugees, and parolees and other individuals authorized by the Attorney General to work in the United States. EMPLOYER - An employer subject to the provisions of the Civil Rights Act of 1964, as amended, including state and local governments and any Federal agency subjects to the provisions of Section 717 of the Civil Rights Act, as amended; and any Federal contractor or subcontractor covered by executive Order 11246, as amended. GRIEVANCE - An allegation that something imposes an illegal obligation or burden or denies some equitable or legal right, or causes injustice . HANDICAPPED INDIVIDUAL - Any individual who has a physical or mental disability that constitutes or results in a substantial handicap to employment. INTAKE - Includes screening to determine eligibility; to select from eligible applicants those individuals who are most in need and can benefit from program services; to complete procedural requirements necessary to enroll an individual into the program and to refer those not enrolled to other programs. JOINT COMPLAINT - A complaint of employment discrimination covered by Title VII or the Equal Pay Act and by Title VI or Title IX. Individual "joint complaints" are normally investigated by EEOC 20 EXHIBIT B 25G-40 unless OCR has a compelling reason to investigate. "Joint complaints" alleging discrimination in employment and other practices and pattern or practice "joint complaints" are normally investigated by OCR. JURISDICTION - Authority to investigate and resolve complaints against an institution subject to a law or statute which has been assigned to OCR for enforcement, i.e., Title VI, Title IX, etc. PARTICIPANT - Any applicant who has: (1) Been determined eligible for participation upon intake; and (2) Who is receiving subsidized employment, training or services (except post-termination services) funded under the Act, following intake, except for an individual who receives only outreach and/or intake and assessment services. 21 EXHIBIT B 25G-41 DISCLOSURE OF LOBBYING ACTIVITIES Complete this form to disclose lobbying activities pursuant to (See reverse for public burden disclosure.) Approved by OMB 31 U.S.C. 1352 0348-0046 1. Type of Federal Action: 2. Status of Federal Action: 3. Report Type: ? a. contract ? a. bid/offer/application ? a. initial filing b. grant b. initial award b, material change c. cooperative agreement c. post-award For Material Change Only: d. loan year quarter e. loan guarantee date of last report f. loan insurance 4. Name and Address of Reporting Entity: 5. If Reporting Entity in No. 4 is a Subawardee, Enter Name and Address ? Prime ? Subawardee of Prime: Tier if known: Congressional District, if known: Congressional District, if known: 6. Federal Department/Agency: 7. Federal Program Name/Description: CFDA Number, if applicable: 8. Federal Action Number, if known: 9. Award Amount, if known: 10. a. Name and Address of Lobbying b. Individuals Performing Services ( including address Entity if different from No. 10a) ( if individual, last name, first name, MI): (last name, first name, MI): (attach Continuation Sheet(s) SF-LLLA, if necessary) 11. Amount of Payment ( check all that apply): 13. Type of Payment ( check all that apply): $ ? actual ? planned ? a. retainer ? b. one-time fee c. commission El 12. Form of Payment check all that apPI ( Y): ? d. contingent fee ? a. cash ? e. deferred ? b. in-kind; specify: nature ? f. other; specify: value 14. Brief Description of Services Performed or to be Performed and Date(s) of Service, including officer(s), employee(s), or Member(s) contacted, for Payment Indicated in Item 11: attach Continuation Sheets SF-LLLA, if necessary) 15. Continuation Sheet(s) SF-LLLA attached: ? Yes ? No 16. Signature: Information requested through this form is authorized by title 31 Print Name: U.S.C. section1352. This disclosure of lobbying activities is a Title: material representation of fact upon which reliance was placed Telephone No.: Date: by the tier above when this transaction was made or entered into. This disclosure is required pursuant to 31 U.S.C. 1352. This information will be reported to the Congress semi-annually and will be available for public inspection. Any person who fails to file the required disclosure shall be subject to a civil penalty of not less that $10,000 and not more than $100,000 for each such failure. Authorized for Local Reproduction Federal Use Onl : Standard Form LLL Rev. 7-97 EXHIBIT C 25G-42 INSTRUCTIONS FOR COMPLETION OF SF-LLL, DISCLOSURE OF LOBBYING ACTIVITIES This disclosure form shall be completed by the reporting entity, whether sub-awardee or prime Federal recipient, at the initiation or receipt of a covered Federal action, or a material change to a previous filing, pursuant to title 31 U.S.C. section 1352. The filing of a form is required for each payment or agreement to make payment to any lobbying entity for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with a covered Federal action. Use the SF-LLLA Continuation Sheet for additional information if the space on the form is inadequate. Complete all items that apply for both the initial filing and material change report. Refer to the implementing guidance published by the Office of Management and Budget for additional information. 1. Identify the type of covered Federal action for which lobbying activity is and/or has been secured to influence the outcome of a covered Federal action. 2. Identify the status of the covered Federal action. 3. Identify the appropriate classification of this report. If this is a follow up report caused by a material change to the information previously reported, enter the year and quarter in which the change occurred. Enter the date of the last previously submitted report by this reporting entity for this covered Federal action. 4. Enter the full name, address, city, State and zip code of the reporting entity. Include Congressional District, if known. Check the appropriate classification of the reporting entity that designates if it is, or expects to be, a prime or sub-award recipient. Identify the tier of the sub-awardee, e.g., the first sub-awardee of the prime is the 1st tier. Sub-awards include but are not limited to subcontracts, sub-grants and contract awards under grants. 5. If the organization filing the report in item 4 checks "Sub-awardee," then enter the full name, address, city, State and zip code of the prime Federal recipient. Include Congressional District, if known. 6. Enter the name of the Federal agency making the award or loan commitment. Include at least one organizational level below agency name, if known. For example, Department of Transportation, United States Coast Guard. 7. Enter the Federal program name or description for the covered Federal action (item 1). If known, enter the full Catalog of Federal Domestic Assistance (CFDA) number for grants, cooperative agreements, loans, and loan commitments. 8. Enter the most appropriate Federal identifying number available for the Federal action identified in item 1 (e.g., Request for Proposal (RFP) number; Invitation for Bid (IFB) number; grant announcement number; the contract, grant, or loan award number; the application/proposal control number assigned by the Federal agency). Include prefixes, e.g., "RFP-DE-90-001." 9. For a covered Federal action where there has been an award or loan commitment by the Federal agency, enter the Federal amount of the award/loan commitment for the prime entity identified in item 4 or 5. 10. (a) Enter the full name, address, city, State and zip code of the lobbying entity engaged by the reporting entity identified in item 4 to influence the covered Federal action. b) Enter the full names of the individual(s) performing services, and include full address if different from 10 (a). Enter Last Name, First Name, and Middle Initial (MI). 11. Enter the amount of compensation paid or reasonably expected to be paid by the reporting entity (item 4) to the lobbying entity (item 10). Indicate whether the payment has been made (actual) or will be made (planned). Check all boxes that apply. If this is a material change report, enter the cumulative amount of payment made or planned to be made. 12. Check the appropriate box(es). Check all boxes that apply. If payment is made through an in-kind contribution, specify the nature and value of the in-kind payment. 11 Check the appropriate box(es). Check all boxes that apply. If other, specify nature. 14. Provide a specific and detailed description of the services that the lobbyist has performed, or will be expected to perform, and the date(s) of any services rendered. Include all preparatory and related activity, not just time spent in actual contact with Federal officials. Identify the Federal official(s) or employee(s) contacted or the officer(s), employee(s), or Member(s) of Congress that were contacted. 15. Check whether or not a SF-LLLA Continuation Sheet(s) is attached. 16. The certifying official shall sign and date the form, print his/her name, title, and telephone number. According to the Paperwork Reduction Act, as amended, no persons are required to respond to a collection of information unless it displays a valid OMB Control Number. The valid OMB control number for this information collection is OMB No. 0348-0046. Public reporting burden for this collection of information is estimated to average 30 minutes per response, including time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding the burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden, to the Office of Management and Budget, Paperwork Reduction Project (0348-0046), Washington, DC 20503. EXHIBIT C 25G-43 CERTIFICATION REGARDING LOBBYING CERTIFICATION FOR CONTRACTS, GRANTS LOANS and COOPERATIVE AGREEMENTS The undersigned certifies, to the best of his or her knowledge and belief, that: 1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. 2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying." in accordance with its instructions. 3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31 U.S.C. 1352. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure occurring on or before October 23, 1996, and of not less than $11,000 and not more than $110,000 for each such failure. Grantee/Contractor Organization Program Title Signature Name of Certifying Official Signature EXHIBIT C 25G-44 Certification Regarding Drug-Free Workplace Requirements The certification set out below is a material representation upon which reliance is placed by the U.S. Department of Housing and Urban Development in awarding the grant. If it is later determined that the contractor knowingly rendered a false certification, or otherwise violates the requirements of the Drug-Free Workplace Act, the U.S. Department of Housing and Urban Development, in addition to any other remedies available to the Federal Government, may take action authorized under the Drug-Free Workplace Act. CERTIFICATION A. The contractor certifies that it will provide a drug-free workplace by: (a) Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited in the contractor's workplace and specifying the actions that will be taken against employees for violation of such prohibition; (b) Establishing a drug-free awareness program to inform employees about - (1) The dangers of drug abuse in the workplace; (2) The contractor's policy of maintaining a drug-free workplace; (3) Any available drug counseling, rehabilitation, and employee assistance program; and (4) The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace; (c) Making it a requirement that each employee who will be engaged in the performance of the grant be given a copy of the statement required by paragraph (a); (d) Notifying the employee in the statement required by paragraph -(a) that, as a condition of employment under the contract, the employee will - (1) Abide by the terms of the statement; and (2) Notify the employer of any criminal drug statute conviction for a violation occurring in the workplace no later than five days after such conviction. EXHIBIT D 25G-45 Pg. 2 (e) Notifying the U.S. Department of Housing and Urban Development within ten days after receiving notice under subparagraph (d)(2) from an employee or otherwise receiving actual notice of such conviction; (f) Taking one of the following actions, within 30 days of receiving notice under subparagraph (d)(2), with respect to any employee who is so convicted - ( 1) Taking appropriate personnel action against such an employee, up to and including termination; or (2) Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State, or local health, law enforcement, or other appropriate agency; (g) Making a good faith effort to continue to maintain a drug-free workplace through implementation of paragraphs (a), (b), (c), (d), (e) and M. B. The contractor shall insert in the space provided on the attached "Place of Performance" form the site(s) for the performance of work to be carried out with the grant funds (including street address, city, county, state, and zip code) the contractor further certifies that, if it is subsequently determined that additional sites will be used for the performance of work under the contract, it shall notify the U.S. Department of Housing and Urban Development immediately upon the decision to use such additional sites by submitting a revised "Place of Performance" form. Organization Authorized Signature Date EXHIBIT D 25G-46 DIVISION OF EMPLOYMENT SERVICES PLACE OF PERFORMANCE FOR CERTIFICATION REGARDING DRUG-FREE WORKPLACE REQUIREMENTS Name: Name of Contractor: Contractor Number: Date: The Contractor shall insert in the space provided below the site(s) expected to be used for the performance of work under the contract covered by the certification: Place of Performance (include street address, city, county, state, zip code for each site): EXHIBIT D 25G-47 WIA Youth Grant 2012-2013 RSCCD/CTI Budget Customer Service Academy training Staff (salaries and benefits) Project Coordinator Instructor Materials and Supplies Student Portfolios (binders/folders, notebooks, pens/pencils, etc.) Training supplies (poster boards, index cards, markers, etc.) "DVDs/Books Videos, work books, personality assessments Direct Costs Indirect Costs 4% (not including training materials provided to students) TOTAL PROJECT- COSTS Exhibit E 6,597 7,500 1,450 585 9,860 25,992 1,040 27,032 25G-48 ASSURANCES Subcontractor agrees that in addition to those agreements and obligations specified in the contract boilerplate and scope of work, it will also adhere to and obey the following provisions, assurances, and certifications. ARTICLES 1. Subcontractor assures and certifies that it will not use any funds appropriated under this agreement for religious activity or anti-religious activity, or to promote or oppose any political candidate, parties, and/or beliefs 2. Subcontractor assures and certifies that any requested modification to this agreement must be submitted in writing, explaining requested changes and rationale. Subcontractor further assures that no modification will be implemented without prior written approval from the Santa Ana WORK Center 3. Subcontractor agrees to cooperate with any monitoring inspection audit or investigations of activities related to this agreement as may be scheduled and conducted by the Santa Ana WORK Center 4. Subcontractor agrees to acknowledge (give credit to) the Santa Ana WORK Center in all oral presentations, written document publicity, and advertisements regarding any activities that ensue from this agreement. EXHIBIT F 25G-49 25G-50 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JULY 16, 2012 TITLE AGREEMENT AWARD FOR STREET SWEEPING SERVICES CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ? As Recommended ? As Amended ? Ordinance on 1s` Reading ? Ordinance on 2"d Reading ? Implementing Resolution ? Set Public Hearing For_ CONTINUED TO FILE NUMBER Authorize the City Manager and the Clerk of the Council to execute the agreement with Athens Services to provide street sweeping services for an eight-year term, for an amount not to exceed $801,000 annually, plus a 10% contingency, with an option for an eight-year extension, subject to nonsubstantive changes approved by the City Manager and City Attorney. DISCUSSION Background: The Public Works Agency's Maintenance Services Division is responsible for sweeping all of the City roadways with an annual goal to sweep over 60,000 curb miles, including sweeping residential areas weekly. This program is funded from revenues generated from the Sanitation Fee, which has remained the same since 1996 with the passage of Proposition 218. Budget estimates made last year indicated that the Sanitation Enterprise Fund would have a shortfall of over $2 million at the end of fiscal year 2011-12. As a result, staff has been pursuing lower-cost alternatives to allow for the continued operation of the city's maintenance programs, including reductions in tree plantings, equipment transfers, and contracting parking control services, which are also supported by the sanitation fee. The Division is proposing to contract street sweeping services. Reducing service levels and frequency, using a hybrid of staff and contracted sweeping, and full-contract sweeping have been considered. Full-contract street sweeping was determined to be the most cost effective alternative and is anticipated to save the Sanitation Enterprise Fund over $1.5 million annually, which is 35 percent less than the current program cost of $4.3 million. 25H-1 Agreement Award for Street Sweeping Services July 16, 2012 2of6 Procurement Process for Contract Sweeping: Staff advertised and released a Request for Proposals (RFP) on November 21, 2011 and requested quotes for four sweeping scenarios that included different levels of sweeping service. Requirements of the RFP included: continuous staffing provisions for sweeping routes when contract staff is on leave; alternative-fuel sweepers and relief sweepers; GPS tracking software; 400 miles of special sweeping at no additional cost for parades, special events, and roadway hazards; soliciting employment opportunities from Santa Ana residents; and participation in community events. Additionally, the RFP required contractors to extend offers of employment to any displaced City street-sweeper equipment operators for a minimum of one year at their last base salary amount. Furthermore, the City would have the ability to add or delete services without City employee and equipment impacts. Staff held a pre-proposal meeting on December 1, 2011 and 11 sweeping contractors attended. Submittals were due on January 4, 2012 and the City received proposals from four sweeping contractors. The proposals were evaluated by a team comprised of two representatives of the Public Works Agency and one from another City utilizing the following criteria: phasing approach; equipment, employee training program, ability to meet performance on schedule, company experience and reputation, and competiveness of the fees. In addition, staff performed reference checks on all of the proposers and determined that all were highly qualified. All four contractors were invited to the interview phase of the evaluation process. The maximum obtainable rating score for each of the four proposers was 330. The ratings and costs for the four contractors are identified in Table 1: TABLE 1 TOTAL RANK PROPOSER LOCATION RATING PERCENTAGE PROPOSALFEE SCORE (CURB MILE) 1 Athens Services City of Industry 304 92.1 $850,790 $16.00 2 Clean Street Gardena 288 87.3 $1,250,300 $23.42 3 Venco Power Oxnard 267 80 9 $983,370 Sweeping Inc. . ($18.42) 4 *R.F. Dickson Co. Inc. Downey 216 65.5 $1,187,304 $22.24 *R.F. Dickson Co. Inc. submitted an alternative proposal which did not include the hiring of the displaced City employees, however, it did comply with the balance of the RFP requirements. 25H-2 Agreement Award for Street Sweeping Services July 16, 2012 3 of 6 The evaluation committee determined that Athens Services was the top proposer. The company received the highest overall rating due to a top-quality proposal presentation and interview, sweeping program implementation plan, fee competiveness, emphasis on customer service, and overall responsiveness to the RFP requirements. Athens Services has been providing street sweeping services for over 25 years and services 25 cities, including Lake Forest, Mission Viejo, Newport Beach, Placentia, and Villa Park. Athens proposed some inventive ideas including the utilization of GPS devices to improve sweeping quality and route efficiency, and the possibility of utilizing parking enforcement camera technology on sweeping vehicles to produce additional savings to the City. Key Contract Terms: Following the evaluation process, staff entered into negotiations with Athens Services and reached key agreement deal points that include: • Reducing the proposed curb mile price from $16 to $15, a reduction of over $53,000 (6 percent) for a total contract of $800,790 annually. • Providing twelve parking spaces to Athens Services at the City Corporate Yard for sweeping vehicles, related equipment, and an office/storage room. • The ability for Athens to purchase fuel at the City Corporate Yard. Impact to Existing Staffing: Contracting street sweeping services will not result in any staff layoffs. As part of the transition, street sweeping equipment operators will be reassigned to other Maintenance Services Division programs such as environmental sanitation, street trees, or roadway markings and signs, with no changes to their current salary rates. Last April, the Maintenance Services Division lost three equipment operators and is expecting to lose an additional three in the sweeping program within the next six months due to retirement. Also, up to 80 percent of division staff will be eligible to retire within the next four years. With these upcoming retirements, the Sanitation Enterprise Fund is expected to realize added cost savings. These reductions in personnel costs are important long-term strategy needed to balance the fund. Contract sweeping will allow the City to maintain the supervisor, projects manager and maintenance manager to manage the contract (Table 2). Implementation of contracted street sweeping will produce an immediate first-year program savings of over $1,530,000 and comparable annual savings during the contract term. 25H-3 Agreement Award for Street Sweeping Services July 16, 2012 4 of 6 TABLE 2 STREET SWEEPING PROGRAM APPROVED BUDGET FISCAL YEAR 2011-12 CITY SWEEPING PROPOSED BUDGET FISCAL YEAR 2012-13 CONTRACT SWEEPING Equipment Operators 9.0 0.0 Crew Leader 1.0 0.0 Parking Control Officer 6.0 0.0 Roadway Maintenance Supervisor 1.0 1.0 Projects Manager 0.5 0.5 Public Works Maintenance Manager 0.5 0.5 Maintenance Worker II 4.0 4.0 Street Painter 1.0 1.0 Parking Control Vehicles 4.0 0.0 City Street Sweeper Vehicles 11.0 0.0 Total Sweeping Program Costs (Includes: personnel, contractual, cross charges, miscellaneous $4,314,920 $2,783,560- Sweeping Program Annual Savings $1,531,360 * Contract sweeping services include $800,790 for contract sweeping operators, contractor supervisor, and sweeper vehicles. Staff met with Service Employees International Union (SEIU) representatives on October 3, 2011, March 22, 2012 and June 7, 2012 to discuss the impacts of contracting street sweeping services. Staff provided all information relating to the budget shortfall and the decision to pursue contract sweeping, contractor evaluation information, and employee reassignments. After the June 7 meeting, staff was notified by SEIU that the meet-and-confer process was completed and that staff could proceed with placing this item for City Council consideration. Quality Control Provisions: Incorporated in the scope of services are checks and balances that will address sweeping quality and performance concerns. In summary they include: Detailed specifications for sweeping quality requiring streets to be swept from curb to curb, as appropriate, multiple times if necessary and to the satisfaction of the Public Works Director. • Constant staffing levels. 25H-4 Agreement Award for Street Sweeping Services July 16, 2012 5 of 6 • Relief vehicle requirement. • After-hours emergency response within one hour. • Global positioning system and reports to monitor sweepers. • Monthly customer service logs from the contractor identifying response and action taken. • Maximum cost-of-living adjustment of two percent annually. • City's right to terminate immediately for cause. • Contractor option for termination requiring 180-days written notice prior to termination date requested. Recommendation: The Athens Services team has demonstrated the organizational credentials, resources, and staff experience necessary to meet the City's high level of street sweeping service. The most cost-effective method for contracting street sweeping services is through a multiyear agreement, because of the need to amortize the significant initial start-up investment of equipment and personnel required to provide this service. The initial contract would be for eight years with an option for an eight-year renewal based on contractor performance and cost effectiveness. Based on the information provided in the proposal, interview, and checks and balance provisions, it has been determined that Athens Services will provide the best quality service at minimum cost to the City; therefore, it is recommended that the City Council approve the recommended action. ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. 25H-5 Agreement Award for Street Sweeping Services July 16, 2012 6 of 6 FISCAL IMPACT Funds are available in the Roadway Cleaning Fund (accounting unit 06817641-62300). Raul Godinez II Executive Director Public Works Agency RG:PG APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance & Management Services Agency Exhibits: 1. Agreement 2. Street Sweeping Services Request for Proposals 3. Athens Services Proposal 25H-6 AGREEMENT FOR PROVISION OF STREET SWEEPING SERVICES THIS AGREEMENT, made and entered into this 16th day of July, 2012 by Athens Services, a California corporation (hereinafter "Contractor"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS A. The City desires to retain a Contractor having special skill and knowledge in the provision of street sweeping services comparable with "high-level" industry practice. B. On November 22, 2011, City issued a Request for Proposals ("RFP") seeking proposals for provision of street sweeping services. C. Contractor submitted a Proposal which has been determined to the best quality services at minimum cost to the City. D. Contractor is ready and willing to perform the sweeping services and acknowledges that City has relied on Contractor's representations. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional street sweeping contractor. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Contractor shall provide street sweeping services for the City of Santa Ana as set forth in City's Request for Proposals (RFP), dated November 22, 2011, and the maps included therein, on file with the Santa Ana Public Works - Maintenance Division. Said services to be performed by Contractor's workforce shall conform with the specifications set forth in Exhibit A, attached hereto. All referenced exhibits are incorporated by this reference. 2. CITY INSPECTION The Executive Director of the Public Works Agency, or his designee, shall regularly inspect the streets and other City property subject to this Agreement. If said inspection results in discovery of work that is not performed in the agreed manner, and to the professional degree set forth in the Specifications, Contractor agrees that the City shall deduct from Contractor's next monthly payment, the City's actual or estimated costs of performing the work to bring the property into conformance with the Specifications. 3. COMPENSATION a. City agrees to pay, and Contractor agrees to accept as total payment for its services, $15.00 per curb mile, as set forth in Scenario 3 of City's RFP. The total sum to be expended under this Agreement shall 25H-7 not exceed $800,790.00, annually, plus a ten percent (10%) contingency for unanticipated services required during the each annual period of this Agreement. b. Invoices. Contractor shall submit a monthly invoice by the 15th of the month to the City for the services rendered in the prior month. All invoices for work performed under this contract shall be submitted electronically in a Microsoft Excel 2003 format or newer, or other format approved by the City Projects Manager or designee. Each monthly invoice shall include the following information at a minimum: i. Contractor's invoice number ii. Beginning and ending dates of services iii. City work order number (if applicable) iv. Work site address/location (if applicable) V. Unit cost, subtotals and total for invoice vi. Curb miles swept authenticated by GPS reports and maps. vii. GPS Route Maps (if requested by City) c. The City will make every effort to make payment within thirty (30) days following receipt of proper invoice. However, payment by City shall not be considered late until sixty (60) days following receipt of proper invoice. Payment need not be made for work which fails to meet the standards of performance of a professional street sweeping service. d. Adjustments to Charges. The parties may agree to an annual adjustment of street sweeping charges (not to exceed 2%) at the end of the first year of the agreement and every year thereafter, utilizing the month of December statistics and supporting documentation. The two indices which will be used for determining adjustments to street sweeping charges shall be the most recent December Consumer Price Index (CPI) for All Urban Consumers for Los Angeles-Anaheim-Riverside CMSA, published by the United States Department of Labor Bureau of Labor Statistics or any relevant successor for the Orange County area and the December Produce Price Index (PPI). The adjustment formula shall be as follows: The CPI shall be weighted at ninety (90%) percent and PPI shall be weighted at ten (10%) percent. e. Extra Work. No new work of any kind shall be considered an extra unless a separate estimate is given for said work and the estimate is approved by the City in writing before the work is commenced. Documentation of contract compliance may be required on some occasions. 4. TERM This Agreement shall commence on 1, 2012 and terminate on June 30, 2020 unless terminated earlier in accordance with Section 13, below. The City retains an option to extend the term of this Agreement for one additional eight-year period. Said option shall be exercised in writing at least thirty (30) days prior to the end of the initial term. Notwithstanding the above, in the event the City Council does not allocate funding for street sweeping services during the annual budget approval process, the City shall notify Contractor of such occurrence in writing at least thirty (30) days prior to the end of the current fiscal period, and this Agreement shall terminate on the last day of current fiscal period without penalty or expense to the City. 5. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise 25H-8 discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non-owned automobiles. c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. section: d. The following requirements apply to the insurance to be provided by Contractor pursuant to this (i) Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved 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. e. If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not effect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 25H-9 7. INDEMNIFICATION To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless City, its officers, agents and employees (collectively, the "Indemnified Parties") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims"), which may arise from or in any manner relate (directly or indirectly) to any work performed or services provided under this Contract (including, without limitation, defects in workmanship and/or materials) or Contractor's presence or activities conducted performing the work (including the negligent and/or willful acts, errors and/or omissions of Contractor, its principals, officers, agents, employees, vendors, suppliers, contractors, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable for any or all of them). Notwithstanding the foregoing, nothing herein shall be construed to require Contractor to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorney's fees in any action on or to enforce the terms of this Contract. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Contractor. 8. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. 9. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services 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: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714-647-6956 With courtesy copies to: Public Works - Maintenance Division City of Santa Ana 25H-10 220 S. Daisy Avenue, Bldg A Santa Ana, California 92703 Fax 714-647-3345 and City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647-6515 To Contractor: Athens Services Gary Clifford 5355 Vincent Avenue Irwindale, California 91706 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 Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any Exhibits or Attachments hereto, the terms of this Agreement shall prevail, followed, in precedential order by, 1) the Specifications attached as Exhibit A, 2) the provisions of City's Request for Proposals dated November 22, 2011, and 3) Contractor's Proposal. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 12. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel. 13. TERMINATION AND DAMAGES a. City reserves the right to terminate this Agreement immediately, without penalty, for cause. In the event Contractor fails or refuses to timely perform any of the provisions of this Agreement in the manner 25H-11 required, or if Contractor violates any provision of this Agreement, Contractor shall be deemed in default. City shall provide written notice of such default to Contractor's Project Manager. Contractor shall cure said default within a period of two (2) working days. If more than two (2) working days are reasonably required to cure the default, Contractor shall provide adequate assurance of due performance within forty-eight (48) hours after Contractor receives written notice of default from City. Such assurance shall include acknowledgement of the default, Contractor's proposed remedy and the timeline (not more than seven (7) working days) for cure. If such cure is not completed in a timely manner, City may assess liquidated damages or terminate the Agreement forthwith by giving written notice to Contractor's Project Manager. City may, in addition to the other remedies provided in this Agreement or authorized by liw, terminate this Agreement by giving written notice of termination. Contractor shall be responsible for all costs incurred by City, including replacement costs of equipment and labor required to provide service during Contractor's default. b. In addition to, or in lieu of, remedies provided in this Agreement or pursuant to law, City shall have the right to withhold all or a portion of Contractor's compensation for contract services if, in the judgment of the Projects Manager or designee, the level of maintenance falls below appropriate street sweeping maintenance standards and/or Contractor fails to satisfactorily perform contract services. City shall have the right to retain funds withheld until the Projects Manager or designee determines that contract services are performed as well and as frequently as required by this Agreement. c. Termination by Contractor. (i) Contractor may stop providing service pursuant to this Agreement in the event on nonpayment by the City. In order to invoke this provision, Contractor must first provide to City thirty (30) day written notice of nonpayment of undisputed sums. Contractor shall allow the City thirty (30) working days to cure the alleged breach, after Contractor provides written notice of such breach. (ii) The Contractor may request termination of the contract when conditions during the contract make it impossible to perform or when prevented from proceeding with the contract by act of God, by law or official action of a public authority. In such event, Contractor may request termination by providing one-hundred eighty (180) days written notice prior ?o contract termination date. If such event may not be remedied by reasonable action taken by Contractor, City may approve termination. 14. LIQUIDATED DAMAGES If City determines that the Contractor has breached its promise to provide street sweeping services in compliance with the Terms and Conditions of applicable laws and regulations, and the specifications set forth herein, it would be impracticable and extremely difficult to determine the damage to City arising from such breach. Therefore, in the event of Contractor's breach, Contractor shall pay to City the sum of $265.00 per street sweeping hour during which Contractor remains in breach, in addition to any cost, fines, etc. levied against the City. 15. EMPLOYMENT OPPORTUNITIES FOR SANTA ANA RESIDENTS Contractor shall solicit and advertise employment opportunities to Santa Ana residents. The City shall inform the Contractor of areas to publicize recruitment opportunities, such as work centers and community centers. Such effort and procedure will be provided to the City for review. 25H-12 16. EMPLOYMENT OF DISPLACED SANTA ANA WORKFORCE Contractor shall extend offers of employment to any displaced City of Santa Ana street sweeper equipment operators for a minimum of one year and at a rate commensurate to their last base salary amount as an equipment operator with the City of Santa Ana. Such effort and procedure will be provided to the City for review. 17. CONTRACTOR COMMUNITY EVENT PARTICIPATION AND PUBLIC AWARENESS Contractor shall participate in public awareness efforts and community events and programs, such as neighborhood clean-up events and anti-litter campaigns. Such participation shall be upon City request provided with reasonable notice of event timing. 18. COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS a. Contractor shall perform all requirements under this contract in strict observance of and in compliance with all applicable environmental, traffic, safety and any other applicable laws, regulations, ordinances, codes and any other legislative or statutory requirements. b. Contractor warrants that the performance of services under this contract shall be compliant with the current requirements of the Occupational Safety and Health Act (OSHA) and as it may be amended or updated throughout the term of this contract. c. Contractor shall be liable for all violation fines levied against the City by, Federal, State and/or local agencies, with authority over Contractor street sweeping services. 19. DISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 20. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement sha.1 be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 21. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 25H-13 22. 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: MARIA D. 14UIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Laura Sheedy Assistant City Attorney RECOMMENDED FOR APPROVAL: RAUL GODINEZ, II Executive Director - PWA CITY OF SANTA ANA PAUL M. WALTERS City Manager ATHENS SERVICES Gary M. Clifford Chief Operating Officer Tax ID# 25H-14 EXHIBIT A SPECIFICATION FOR STREET SWEEPING SERVICES CONTRACTOR'S WORKFORCE a. Contractor shall provide a work force sufficient to perform the required services. b. All contract services shall be performed by competent and experienced employees. Contractor shall be responsible for compliance with all local, state and federal laws and regulations. Contractor shall employ at its own cost, all professional and technical personnel necessary to properly perform the contract services. c. Contractor shall establish, implement and maintain written operating procedures designed to ensure the work forces' utilization of techniques generally accepted for cities of the size and nature of the City of Santa Ana. A current copy of Contractor's Operating Procedures shall be provided to the Santa Ana Maintenance Supervisor. d. Contractor shall provide a skilled, experienced and competent supervisor who shall be responsible for adherence to the specifications by directly overseeing the contract operations. Any order given to supervisory personnel shall be deemed delivered to the Contractor. The supervisor assigned must be identified by name to ensure coordination and continuity. Contractor personnel while performing contract services for the City shall be neat in appearance and wear uniforms as approved by the Santa Ana Maintenance Supervisor. Additionally, all Contractor personnel shall wear identification badges or patches. Employees driving Contractor's vehicles shall at all times possess and carry a valid Commercial Drivers License issued by the State of California. If the City Maintenance Supervisor determines that any person employed by Contractor has failed or refused to observe the terms of the contract, appears to be incompetent, acts in a disorderly, improper or unsafe manner, shows signs of intoxication or other impairment, shall be removed from the performance of services for the City. Prior to returning a removed employee to work in the City, Contractor shall provide, in writing, the reason for the individual's behavior and the means imposed to prevent the behavior from occurring in the future. f. Complaints received by City regarding Contractor's performance will be transmitted to Contractor in writing, by telephone or fax, and handled by Contractor's supervisor. All complaints shall receive a follow-up response within twenty-four (24) hours following notification of the Contractor. A report of the Contractor's investigation and corrective action will be promptly provided to City. g. Contractor shall provide a manager to coordinate work with the City Maintenance Supervisor and ensure satisfactory performance of services. h. Contractor shall provide adequate safeguards to prevent damage to existing structures and improvements. Structures and improvements of any kind, whether public or private, which are removed, damaged or destroyed in the course of work shall be replaced and/or repaired at Contractor's expense, to the original condition and to the satisfaction of the City. 25H-15 i. City may utilize a Parking Control Officer to cite vehicles for parking during street sweeping hours. The Contractor shall coordinate sweeping activities with the parking control officer. All costs for coordination are the responsibility of the Contractor, and no additional compensation will be allowed. The City may at various times and locations temporarily install portable traffic counting equipment of the type which is activated by vehicles coming in contact with a hose placed in the roadway. Caution shall be used by the Contractor to avoid damaging said equipment. If the Contractor, while in the performance of this contract damages any of the traffic counting equipment or appurtenances, Contractor shall bear the entire cost for the restoration, repair, inspection, testing or replacement of said damaged equipment. II. CONTRACTOR REQUIREMENTS AND RESPONSIBILITIES A. WORK ASSIGNMENTS AND SCHEDULE Contractor shall be provided weekly route schedules by the City. Contractor shall submit a written sweeping schedule to the City Projects Manager or designee clearly identifying the sweeping tasks required by this Agreement and days they are scheduled to be performed in each particular area. Contractor shall review and propose sweeping route modifications to improve sweeping program efficiency. If it is necessary to make periodic revisions to this maintenance schedule, a modified schedule must be submitted for review to the Projects Manager or designee for approval prior to the date the changes are to take effect, but not less than 48-hours. Otherwise, it is intended that the Contractor will develop a permanent schedule utilizing the information, route schedule and any other information provided by the City, which will allow the City to monitor the Contractor's progress. Failure to notify of a change and/or failure to perform an item of work on a scheduled day may result in deduction of payment for that date or week based on curb miles not swept. The Contractor shall adjust his/her schedule to compensate for all holidays and rainy days. Street sweeping shall be scheduled for all regular holidays and rainy days, unless otherwise indicated by the City. B. ALTERNATIVE-FUEL SWEEPING EQUIPMENT Contractor will utilize alternative-fuel sweepers ONLY, as defined pursuant to Air Quality Management District (AQMD) Rule 1186.1 - alternative-fuel sweeper means a sweeper with engine(s) that use compressed or liquefied natural gas, liquefied petroleum gas (propane), methanol, electricity, or fuel cells. Hybrid-electric and dual fuel technologies that use diesel fuel are not considered alternative- fuel technologies for the purposes of Rule 1186.1. C. STREET SWEEPING EQUIPMENT 1. The street sweeper or any relief sweeper used to perform this contract work shall: a. Be AQMD and State (if applicable) approved alternative fuel. Contractor shall be liable for all AQMD, State or Federal fines levied against the City relating to Contractor street sweeping equipment violations. Be a standard full size motorized sweeper equal to or larger than an Elgin Broom Sweeper, Tymco 600, Schwarze model A8000 or similar model with equal pick up abilities with dual gutter brooms. Vacuum sweepers may be considered. Be no more than eight (8) years in age at any period during the contract. Contractor will be allowed 12-months to replace necessary sweepers at the end of the first eight year term of this Agreement. 25H-16 d. Be able to deposit hopper debris at City Yard Bin "Pit" area (washout, cleaning, dumping of hopper on streets will not be allowed). e. Be maintained in top-class running condition including arriving clean for each daily schedule. f. Contractor shall provide a relief sweeper to complete scheduled routes for each sweeper out of operation, broken down, scheduled for maintenance or any other similar situation. g. Contractor shall provide a listing of all sweepers and relief sweepers identifying: i. Make, model, and year. ii. Company identification unit number. iii. California license number. iv. Company vehicle colors. v. Sweeper color, if different. vi. Names of all operators, California driver's license number, license class, expiration date and a current California DMV record for each driver. h. Contractor will not be permitted to washout or clean hopper on any public street, alley or City owned parking lot, except in designated areas at the City Corporate Yard. 2. The street sweeper or any relief sweeper shall be equipped with the following: a. Rotating amber dome lights. b. DMV night traveling amber side, rear, and top lights or similar. c. Dual side gutter brooms. d. A set of road trouble fluorescent triangles. e. A radio or mobile phone. D. STREET SWEEPING SPEED 1. Street sweepers shall be operated at speeds no greater than eight (8) miles per hour, as will be indicated on tachograph charts, covered hereinafter. 2. Reviews by the City shall be made of all information and reports generated by the GPS tracking system. 3. Indications of any day's sweeping exceeding 8 miles per hour shall result in: a. Notification after the first two occurrences to the contractor that he is in non-compliance. b. Reduction in monthly payment by one eighteenth for each day that sweeping is recorded in excess of 8 miles per hour over a total of one hour per day. E. QUALITY OF SWEEPING The quality of sweeping shall be to the satisfaction of the Public Works Agency Executive Director or designee. Contractor shall at all times use good sweeping practices as dictated by the highest standards within the sweeping industry and will make adjustments to its equipment as necessary to result in clean streets with no debris trails left behind. On occasion and as deemed necessary by City, this will require the complete width of the street, curb to curb, to be swept clean of debris. Contractor shall exercise due 25H-17 care so as to prevent spilling, scattering, or dropping of debris during the sweeping activity and shall immediately clean up any such spillage, dropping, or scattering. Sweeping practices include, but are not limited to the following: (a) Sweeping speed shall be adjusted to street conditions with a maximum speed of eight (8) miles per hour; and (b) patterned concrete medians, intersections, and crosswalks shall be swept at a maximum speed of three (3) miles per hour. Standards, schedules, and frequencies may be modified from time to time as deemed necessary by the City to ensure the highest sweeping quality. Due to different street widths throughout the City, street sweeping may require slower travel speed and/or multiple passes by the sweeper, in many cases, to ensure curb-to-curb coverage of they street, as appropriate. Streets with raised medians (commercial and residential) shall have their curb-gutter perimeter swept, including turnouts. Street grade striped medians shall be swept in their entirety. All deposits within intersections shall be removed as part of the sweeping operations. Each street shall be swept clean to the adjacent property line. Swept clean means minimal debris residual or tailings. Sweeper must not blow debris onto private property. F. GLOBAL POSITIONING SYSTEM (GPS) Contractor shall provide all street sweepers used in the City with a GPS that enables computer monitoring location of the sweepers at all times. This system will also monitor the day-to-day operation of the sweepers, location of sweeper, including streets swept, curb miles swept, brooms up or down, and the direction and speed of travel. The City and Contractor shall be enabled to view this information via computer at all times. GPS reports shall be available at the request of the City. G. REQUIRED CONTRACTOR IDENTIFICATION SIGNAGE Contractor will have identification signage on all vehicles at all times while working in an official capacity for the City. Such signage shall be of a professional quality and maintained neat in appearance, free of graffiti, easily identifiable and in sound condition. All costs associated with the fabrication of such signage shall be borne by Contractor. Such signage design shall be pre-approved by the City prior to production. Signage type and material shall be plastic with magnetic backing, painted signage on vehicle or similar. Taped vehicle signage will not be allowed. Such signage shall state Authorized Contractor, City of Santa Ana, Public Works Agency, name of Contractor and Contractor telephone number. Signage Letter Minimum Size shall be two-inches for Authorized Contractor, City of Santa Ana and Public Works Agency. A minimum of one-inch height will be required for all other information. H. FUELING OF SWEEPERS Contractor shall be responsible for fueling each sweeper and shall be ready to sweep at all scheduled times. 1. SPECIAL SWEEPING Contract shall provide up to 400 annual curb miles of special sweeping at no additional cost for special events, parades, inclement weather sweeps, roadway hazards, spills (similar, but not limited to oil, paper, debris, etc). These sweeps are not re-sweeps of an area not swept properly, but rather an additional sweep that is not part of the regular schedule. If appropriate, prior approval from City Projects Manager or designee is required. Additionally, Contractor shall routinely sweep the City Corporation Yard and maintain sweeper wash rack area clean J. PERFORMANCE DURING INCLEMENT WEATHER 1. The City shall determine when sweeping operations should cease due to inclement weather or other reasons and will notify the Contractor immediately of such determination. 25H-18 2. Payment by City shall be made only for work performed prior to receipt of notification that service must cease, as set forth above. K. CONTRACTOR PERSONNEL A list identifying the names of all Contractor street sweeping equipment operators shall be provided to the City Projects Manager or designee. All Contractor personnel operating sweeping equipment shall be required to be licensed to operate such sweeper and maintain a valid license issued by the California Department of Motor Vehicles. L. WORKING HOURS All sweeping activities shall be completed within established sweeping time periods as posted on City streets. Typically, sweeping operations should be completed by 3:30 PM, Monday through Friday unless prior approval is given by the City Projects Manager or designee. Approval and deviation of Contractor schedule will be at the sole discretion of the City. M. INSPECTIONS The Executive Director or his designee shall regularly inspect the streets and other City property subject to this Agreement to ensure that the work is being, and has been, performed in accordance with the terms identified in this agreement. All work found in such inspections not conforming to the applicable requirements shall be corrected by the Contractor and the City shall have the right to withhold payment to the Contractor until the work is corrected. N. PROTECTION OF THE PUBLIC AND DAMAGES TO EXISTING STRUCTURES 1. Contractor shall exercise caution at all times for the protection of persons and property. All fines, penalties and/or repair charges resulting from the Contractor's actions shall be the sole responsibility of the Contractor. 2. Contractor shall not permit placing or use equipment in such a manner as to block vehicle traffic lanes or create safety hazards. Contractor shall be responsible for the use of all appropriate warning traffic safety devices when deemed necessary. 3. Methods proposed by the Contractor and approved by the City shall not harm, deface or damage the streets being swept, street trees, sidewalks or street curbs. In the event that damaged to City right-of- way has occurred in the course of work, the Contractor shall be solely responsible for its repair or replacement. 0. SPECIFICATIONS This scope of services is intended to cover all labor, material and standards of workmanship to be employed for in this work plan or reasonably implied by terms of same. Work or materials of a minor nature which may not be specifically mentioned, but which may be reasonably assumed as necessary for the completion of this work, shall be performed by the Contractor as if described in the specifications. P. WATER Contractor will be provided access to City fire hydrants free of charge, to utilize when filling sweepers. The City will provide information and demonstrate how to properly utilize fire hydrant connections. Q. DEBRIS DISPOSAL Disposal of Santa Ana sweeping debris at the City Corporation Yard will be permitted free of charge. In compliance with Santa Ana Municipal Code § 18-155, debris disposal discharge shall not be permitted onto the street. Debris disposal discharge includes dumping or disposal of any liquid, semi-solid or solid substance. Contractor will be responsible for collection of incidental debris around trash container/bin 25H-19 resulting from disposal exchange within two-hours after exchange. Coordination will be made by the City Projects Manager or designee. Contractor shall make every effort to recycle materials. R. SPILLS 1. Contractor shall make additional passes on a street route to pick up any spillage of sweeping materials debris dropped during turns or crossings of cross gutters, prior to moving to the next area. The equipment operator shall immediately stop in the event of equipment spillage such as a spillage of gasoline, diesel, motor oil, or hydraulic oil. A call for assistance must be made and the area cleaned within two hours. Failure to affect a proper cleanup will result in the City responding with Fire and Public Works Hazmat crews, and costs will be deducted from the following invoice to be paid. The quality of spill clean-ups shall be to the satisfaction of the City Projects Manager or designee. S. RECORDS Contractor shall keep accurate records concerning all of its employees or agents and provide the City with names and telephone numbers of emergency contact employees. Contractor shall complete a monthly maintenance report indicating work performed, including GPS maps of routes swept and submit this completed report to the City Projects Manager or designee. This report shall include a description of work performed, including man-hours, equipment, and any additional work, which Contractor deems to be beyond the scope of the contract. Payment for this work will not be authorized unless the additional work and the costs thereof are first approved by the City.. Contractor shall provide monthly phone customer service logs, including calls made by City staff, indicating name, date, time and phone number of caller, reason for request, response/action by Contractor and time required to address request. Such logs shall be accurate and truthful. Contractor shall permit the City to inspect and audit its books and records regarding services provided in City at any reasonable time. T. EMERGENCY SERVICES The Contractor shall be available by phone, and shall respond to emergency calls placed by City within thirty (30) minutes during normal working hours. Contractor will provide the City with names and telephone numbers of at least two qualified persons to be called by City representatives when emergency maintenance conditions occur during hours when the Contractor's normal work force is not present in the City of Santa Ana. These Contractor representatives shall respond to emergency calls within one (1) hour from receiving notification. The City anticipates the need for this service of up to six-occurrences per year. U. SUPERVISION OF CONTRACT AND MEETINGS WITH CITY All work shall meet with the approval of the City of Santa Ana Public Works Maintenance Services Division. There shall be a minimum of one monthly meeting between Contractor City representatives to determine progress and to establish areas needing attention. A status report of activities performed and maintenance issues addressed by the Contractor will be submitted in writing to the City on a weekly basis. Any specific problem area which does not meet the conditions of the specifications set forth herein shall be called to the attention of the Contractor and if not corrected, payment to the Contractor will not be made until condition is corrected in a satisfactory manner as set forth in the specif cations. V. CONTRACTOR'S EQUIPMENT City will permit Contractor to store equipment and necessary service vehicles used exclusively for providing street sweeping service, at the City Corporate Yard. City will grant to Contractor, on the terms and conditions set forth in Exhibit B, attached hereto, a license to utilize the eight (8) CNG time- fill spaces, and four (4) non-CNG spaces at the City Corporate Yard, for Contractor sweeping operations. Said spaces shall be utilized only for street sweepers, maintenance vehicles and supervisor 25H-20 vehicles. Additionally, City will grant to Contractor a license to use the small office/locker room at the City Corporate Yard. Said license area is shown on the map attached hereto as Exhibit B-1. W. MATERIALS AND EQUIPMENT Contractor shall make all reasonable effort to purchase equipment and materials in the City of Santa Ana and to utilize Santa Ana vendors. Such efforts shall be provided to the City. The City shall have the ability to provide a list of possible Santa Ana Vendors to the Contractor. X. CUSTOMER SERVICE Contractor shall provide service, which is accessible, courteous, responsive, timely, equitable and given in the spirit of professionalism and mutual respect. A Contractor equipment operator is an extension of the City of Santa Ana Public Works, and as such is expected to: I . Interact with customers and City officials, whether in person or on the phone, in a pleasant, respectful and professional manner. 2. Give full attention to each customer's needs by asking questions. Provide information, products and service in an accurate, organized and complete manner. Determine that the customer's request has been fulfilled. 3. Comply with all federal, state, county, and city laws and regulations. 4. Use adequate equipment that is kept clean and neat at all times. 5. Train other Contractor employees to be polite and courteous during public contact. 6. Employ truth and accuracy in reporting customer service records. 111. DEFINITIONS 1. Curb Mile - measurement of curbing of streets and medians and equal to 5,280 linear feet. 2. Linear Mile - measurement of actual miles driven in order to satisfactorily clean streets to the City standard, which may require multiple passes depending on condition and width of street. 3. Curb-to-Curb - area within the curb limits of the street including medians, intersections and street ends. 4. Contractor Holidays - New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. 5. Inclement Weather - weather conditions that prohibit the effective operation of sweeping operations. 6. Debris - litter, rubbish, leaves, sand, debris trail, dirt, garbage, and other foreign material. 7. Street - all paved dedicated public rights-of-way within the existing or future City limits. 8. Re-sweep - sweep required when previous sweeps are deemed by the City to be below standard or when a street or sections of a street are missed during regularly scheduled operation. Such re-sweeps will be at no additional cost with up to two re-sweeps performed to City satisfaction. 9. Sweeper - Sweeping machine. 25H-21 10. Swept Clean - means minimal debris residual or tailings. 11. Special Sweeping (Sweeps) - sweeping involving special events, parades, inclement weather, roadway hazards, spills (similar, but not limited to oil, paper, debris, etc.) and City surface parking lots. 12. Travel Speed - sweeper operator must maintain a speed of no more than eight (8) miles per hour, or other agreed upon speed by the City, while the sweeping broom is lowered in the operating position. 25H-22 EXHIBIT B CITY CORPORATE YARD LICENSE AGREEMENT 1. PARTIES. This License Agreement is made and entered into this 16`h day of July, 2012 by and between the City of Santa Ana, a charter city and municipal corporation organized and existing pursuant to the Constitution and laws of the State of California, (hereinafter referred to as "City") and Athens Services, a California corporation (hereinafter referred to as "Athens"). PREMISES City hereby grants to Athens on the terms and conditions hereinafter set forth. A non-exclusive license to enter that certain real property located at 215 S. Center Street in the City of Santa Ana, County of Orange, State of California, commonly known the City Corporate Yard (hereinafter the "Premises"), and an exclusive license to eight (8) Compressed Natural Gas (CNG) time-fill spaces, four non-CNG spaces and the small locker room at the City Corporate Yard, Fleet Maintenance Facility, depicted in Exhibit B-1, attached hereto (said hereinafter called the "License Area"). Athens hereby accepts the Premises in their condition existing as of the commencement date of this Agreement. Athens shall maintain the License Area in a clean and safe condition, in conformance with environmental standards and regulations. Upon the expiration or termination of this License Agreement, Athens shall surrender the Premises to City in good and clean condition, less ordinary wear and tear. TERM The term of this License shall be eight years commencing on and ending on unless sooner terminated as hereinafter provided. Said License is for the sole purpose of providing space for the City's street sweeping service provider to store the equipment necessary to perform service for the City. This license will automatically terminate upon termination of the parties agreement to provide street sweeping for the City. 4. RENT Athens shall pay rent for the License Area in the form of reduced price per curb mile for sweeping services. Said reduced price may be increased, as agreed by City and Athens annually when the parties adjust the compensation for sweeping services. Athens shall monthly compensate City for the cost of compressed natural gas transferred to street sweeping equipment through the time-fill pumps during the previous month. Said cost shall be the sum of (the gasoline gallon equivalent_(GGE) pumped at the time-fill pumps X the commodity price per GGE paid by City) + (GGE x Fleet Facility overhead ($1.34/GGE)). The City's overhead charges shall be adjusted annually in the same percentage as the change in the most recent December Consumer Price Index (CPI), All Urban Consumers for Los Angeles-Anaheim-Riverside CMSA, published by the United `sates Department of Labor Bureau of Labor Statistics or any relevant successor for the Orange County area and the December Produce Price Index (PPI). The adjustment formula shall be as follows: The CPI shall be weighted at ninety 25H-23 (90%) percent and PPI shall be weighted at ten (10%) percent. Each annual adjustment shall not exceed two percent (2%). SECURITY DEPOSIT Athens shall deposit with City upon the execution of this License the sum of Five Thousand Dollars ($5,000.00) dollars as a security deposit for the Athens' faithful performance of the provisions of this License. If Athens fails to pay rent or otherwise defaults with respect to any provision of this License, City may use the security deposit or any portion of it to cure the default or compensate City for all damages sustained by City resulting from Athens' default. Athens shall immediately on demand pay to City the sum equal to that portion of the security deposit expended or applied by City which was provided for in this paragraph so as to maintain the security deposit in the sum initially deposited with City. City shall not be required to pay Athens interest on the security deposit. If Athens performs all of its obligations under this License, the security deposit, or that portion thereof which has not previously been applied by the City, shall be returned to Athens within fourteen (14) days after the expiration of the term of this License, or after Athens has vacated the Premises, whichever is later. USE. Athens shall use the Premises only for storage and fueling of equipment required to perform the street sweeping agreement, such as street sweepers, supervisor vehicle and a back hoe if necessary to remove sludge from wash rack to waste bins, and for no other purpose without the City's prior written consent. Athens may utilize the wash rack to clean sweepers and shall dispose of sludge in the waste bins on the Premises. Athens shall prevent sludge from entering the storm drains in violation of NPDES regulations. Athens may perform minor maintenance on its equipment while stored at the Premises, however, Athens shall provide all tools and equipment necessary for such maintenance. Further, Athens shall not perform any maintenance which will allow the escape of fluids in violation of NPDES regulations. Any waste/trash resulting from such maintenance shall be disposed off-site. TAXES AND UTILITIES. a.) If the Orange County Tax Collector makes a determination that the use of the License Area by Athens constitutes a possessory interest, Athens shall pay, before they become delinquent, all taxes, assessments or other charges levied or imposed by any governmental entity on Athens License Area. b.) City shall pay electricity, water and sewer charges imposed on the Premises. c.) In the event Athens' use of the Corporate Yard increases costs to City such as NPDES compliance costs, Athens will be responsible for such increases. The parties shall negotiate the terms and conditions of the Street Sweeping Service Agreement, to agree to a method of compensation for such increased costs. IMPROVEMENT AND ACCESS a.) Athens shall have access to the Premises during normal Corporate Yard business hours from 6 am to 8 pm Monday through Friday. Athens shall be provided access cards for its employees to utilize the Daisy Street employee parking area during their shifts. If Athens requires access to the Premises after hours, it shall contact City Corporate Yard manager to arrange necessary access. 25H-24 b.) Athens shall maintain and repair the License Area, including the removal of all trash, debris and waste material. If Athens causes any damage to the Premises, it shall properly repair the same to the satisfaction of the City. If Athens fails to so repair, City may repair and deduct the cost of such repair from the next monthly payment for Athens provision of sweeping services. LIENS Athens will not permit any mechanics' or materialmens's of other liens to stand against the Premises by reason of any use or occupancy by Athens or any agent or representative of Athens. 9. INDEMNITY AND INSURANCE Athens shall protect, defend, indemnify and save and hold harmless City, its officers, officials, employees, and agents from and against any and all liability, loss, damage, expenses, costs (including without limitation costs and fees of litigation of any nature) arising out of or in connectio:-i with Athens' failure to comply with any obligations contained in this License Agreement by Athens, its officers, agents or employees except such loss or damage which is caused by the sole negligence or willful misconduct of City. Athens 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 City, regarding any action by a third party 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. Insurance In addition to the Athens' covenant to indemnify and hold harmless City, Athens shall obtain and furnish to City, a policy of general public liability insurance, commercial general liability, covering the Premises. The policy shall indemnify Athens and City, their officers, agents and employees, while acting within the scope of their duties, against any and all claims arising out of or in connection with the Premises and shall provide coverage in not less than the following amount: combined single limit bodily injury, personal injury and property damage, liability, of $1,000,000 per occurrence. The policy shall name the City of Santa Ana, its agents, officers, employees and volunteers as Additional Insureds, and shall specifically provide that any insurance coverage which may be applicable to the Premises shall be deemed excess coverage and that Athens' insurance shall be primary. Under no circumstances shall the above-mentioned insurance contain a "deductible" or any other similar form of limitation on the required coverage. Athens is required to give the City no less than thirty (30) days notice of cancellation or reduction in coverage. No cancellation provision in any insurance policy shall be construed in derogation of the continuous duty of Athens to furnish insurance during the term of this Agreement. Property Insurance Athens shall provide to City, before entering the Premises, and shall maintain in force during the entire term of this Agreement, property insurance with extended coverage endorsements thereon, on the Premises in an amount equal to the full replacement cost and/or value thereof; this policy shall contain a replacement cost endorsement naming Athens as the insured and shall not contain a co-insurance penalty provision. The policy shall contain a special endorsement that such proceeds shall be used to repair or rebuild any such improvements so damaged or destroyed; and if not so used, such proceeds shall be paid to City. The proceeds of any such insurance payable to City shall be used for rebuilding or repair as necessary to restore the Premises at the discretion of City. The policy shall name the City of Santa Ana as an Additional Insured. The policy or policies shall also contain the following endorsements: 25H-25 The insurer will not cancel or reduce the insured's coverage without thirty (30) days prior written notice to City; and 2. The City of Santa Ana will not be responsible for premiums or assessments on the policy. A complete and signed certificate of insurance with all endorsements required by this Section shall be filed with City prior to the execution of this Agreement. At least thirty (30) days prior to the expiration of any such policy, a signed and complete certification of insurance showing that coverage has been renewed, shall be filed with City. Certificates of Insurance Prior to execution of this Agreement, Athens shall furnish to City certificates of insurance and additional insured endorsements to each of Athens' insurance policies, subject to approval of the City Attorney, evidencing the foregoing insurance coverages as required by this Agreement; these certificates shall: provide the name and policy number of each carrier and policy; 2. shall state that the policy is currently in force; and shall promise to provide that such policies will not be canceled, suspended, voided, reduced in coverage or in limits, or modified without thirty (30) days prior written notice c Landlord. Athens shall maintain the foregoing insurance coverages in force throughout the term of this Agreement. The requirement for carrying the foregoing insurance coverages shall not derogate from the provisions for indemnification of City by Athens under the Agreement. City or its representatives shall at all times have the right to demand the original or a copy of all these policies of insurance, which Athens shall provide within fifteen (15) days of City's request. 10. TERMINATION AND DEFAULT a. Termination in the Event of Casualty or Condemnation In the event of any damage, destruction or condemnation of the Premises, which renders the Premises unusable or inoperable in City's judgment, City shall have the right, but not the obligation, to terminate the Agreement with respect to the subject Premises by giving written notice to Athens within thirty (30) days after such damage, destruction or condemnation. If by virtue of such casualty or condemnation, City determines that the Premises is no longer adequate for Athens to continue its operations, or any repairs to the Premises have not been completed or cannot reasonably be completed within sixty (60) days from the date of the damage, destruction or condemnation, this License Agreement will become null and void, and the parties will negotiate an adjustment to the street sweeping curb-mile rate. b. Termination This Agreement may be terminated by either party on sixty (60) days prior written notice. In the event of such termination, the parties will negotiate an adjustment to the street sweeping curb- mile rate. 25H-26 11. ASSIGNMENT Athens shall not, either voluntarily or by operation of law, assign, transfer, mortgage, pledge, or encumber this License or any interest therein, and shall not sublet said Premises or any part thereof, or any right or privilege appurtenant thereto, or allow any other person (the employees, agents, servants, and invitees of Athens excepted) to occupy or use said Premises, or any portion thereof, without the prior written consent of the City. Default by Athens Should Athens default in the performance of any of the terms, conditions, or obligations contained in this Agreement, City may immediately terminate the License, re-enter and regain possession of the License Area. Insolvency of Athens The insolvency of Athens as evidenced by a receiver being appointed to take possession of all or substantially all of the property of Athens, or the making of a general assignment for the benefit of creditors by Athens, or the filing of a petition in bankruptcy shall terminate this Agreement and entitle City to re-enter and regain possession of the License Area. Cumulative Remedies The remedies given to City in this Agreement shall not be exclusive, but shall be cumulative and in addition to all remedies now and hereafter allowed by law or elsewhere provided in this Agreement. Waiver of Breach The waiver by City of any breach by Athens of any of the provisions of this Agreement shall not constitute a continuing waiver or a waiver of any subsequent breach by Athens either of the same or Gnother provision of this Agreement. 12. HAZARDOUS MATERIALS Athens represents and warrants that it will comply with all environmental laws during the term of this Agreement; its use of the Premises herein will not generate any hazardous substance, and it will not store or dispose on the Premises nor transport to or over the Premises any hazardous substance. Athens further agrees to clean-up and remediate any hazardous substance on the Premises, and hold City harmless from and indemnify City against any release of any such hazardous substance and any damage, loss, or expense or liability resulting from such release by Athens or anyone acting on behalf of Athens, including all attorneys' fees, costs and penalties incurred as a result thereof except any release caused by the negligence of City, its employees or agents. "Hazardous substance" shall be interpreted broadly to mean any substance or material defined or designated as hazardous or toxic waste, hazardous or toxic material, hazardous or toxic or radioactive substance, or other similar term by any federal, state or local environmental law, regulation or rule presently in effect or promulgated in the future, as such laws, regulations or rules may be amended from time to time; and it shall be interpreted to include, but not be limited to, any substance which after release into the environment will or may reasonably be anticipated to cause sickness, death or disease. 13. MISCELLANEOUS Force Majeure - Unavoidable Delays 25H-27 Should the performance of any act required by this Agreement to be performed by either City or Athens be prevented or delayed by reason of an act of God, strike, lockout, labor troubles, inability to secure materials, restrictive governmental laws or regulations, or any other cause except financial inability not the fault of the party required to perform the act, the time for performance of the act will be extended for a period equivalent to the period of delay, and performance of the act during the period of delay will be excused. Compliance with Laws Athens shall at Athens' own cost and expense comply with all statutes, ordinances, regulations, and requirements of all governmental entities, including federal and state, county and municipal, relating to Athens' use and occupancy of the Premises whether such statute, ordinances, regulations, and requirements be now in force or hereinafter enacted. The judgment of any court of competent jurisdiction, or the admission by Athens in a proceeding brought against Athens by any government entity, that Athens has violated any such statute, ordinance, regulation, or requirement shall be conclusive as between City and Athens and shall be considered grounds for termination of this Agreement by City. Athens will obtain all permits and other governmental approvals, required in connection with Athens' activities hereunder, and update such permits/approvals as necessary. Partial Invalidity Should any provision of this Agreement be held by a court of competent jurisdiction to be either invalid, void, or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect unimpaired by the holding, so long as the reasonable expectations of the parties hereto are not materially impaired. Waste or Nuisance Athens shall not commit or permit the commission by others of any waste on the Premises. Athens shall not maintain, commit, or permit the maintenance or commission of any nuisance as defined in Section 3479 and/or Section 3480 of the California Civil Code on the Premises; and Athens shall not use or permit the use of the Premises for any unlawful purpose. 25H-28 m .r x w 25H-29 25H-30 REQUEST FOR PROPOSALS (RFP) FOR STREET SWEEPING SERVICES (Alternative Fuel Only) CITY OF SANTA ANA Public Works Agency Maintenance Services Division 220 S. Daisy Avenue Santa Ana, CA 92703 Pedro Guillen Projects Manager (714) 647-3303 (714) 647-3345 Fax Pguillen santa-ana.orq KEY RFP DATES Issue Date: Tuesday, November 22, 2011 Mandatory Pre-proposal Meeting: Thursday, December 1, 2011 - 9:00 a.m. Proposal Due Date: Wednesday, December 21, 2011 - 4:00 p.m. Presentation/Interviews: Week Following January 2, 2012 City of Santa Ana Public Works Agency Request for Proposals for Street Sweeping Services 25H231 NOTICE INVITING PROPOSALS NOTICE IS HEREBY GIVEN that proposals will be received from qualified firms to provide Street Sweeping Services. Responses to the Request for Proposal (RFP) will be accepted until Wednesday. December 21, 2011 at 4:00 p.m. If further information is required, contact Pedro Guillen at (714) 647-3303 or pauillen(a)santa-ana.orq. MAILED, DELIVERED BY HAND or COURIERED proposals will be accepted as follows: City of Santa Ana Office of the Executive Director Public Works Agency Attention: Pedro Guillen 20 Civic Center Plaza, Ross Annex, 4th Floor Santa Ana, CA 92701 It is the responsibility of the proposer to see that any proposals submitted shall have sufficient time to be received by the City of Santa Ana prior to the proposal due date and time. Questions regarding this request for Proposal shall be made in writing via e-mail to Pedro Guillen at pguillen(cDsanta-ana.orq. The receivinct time in the City of Santa Ana, Office of the Executive Director, Public Works Agency, 20 Civic Center Plaza, Ross Annex, 4th Floor Reception Desk, will be the governing time for acceptability of proposals. Late proposals will NOT be considered and will be returned to proposer unopened. Telegraphic, electronic and facsimile proposals will not be accepted. ONLY SEALED RFP RESPONSES ARE ACCEPTABLE. DO NOT E-MAIL RFP RESPONSES DO NOT FAX RFP RESPONSES City of Santa Ana Public Works Agency Request for Proposals for Street Sweeping Page 2 25H-32 Y' a CITY OF SANTA ANA PUBLIC WORKS AGENCY REQUEST FOR PROPOSAL FOR STREET SWEEPING (RFP) TABLE OF CONTENTS PAGE 1. INTRODUCTION 5 II. PERIOD OF CONTRACT 5 III. OPTION OF RENEWAL 5 IV. FISCAL NONFUNDING CLAUSE 5 V. PREPOSAL DEPOSIT AND PERFORMANCE BOND 6 VI. SCOPE OF WORK/SERVICES 6 VII. GENERAL INFORMATION 6 VIII. COORDINATION 7 IX. CONTRACTOR RESPONSIBILITIES 7 X. INITIATION/KICK OFF MEETING 7 XI. CITY BUSINESS LICENSE 7 XII. ADDENDA 7 XIII. RULES FOR PROPOSALS 7 XIV. PRE-PROPOSAL MEETING 7 XV. E-MAIL COMMUNICATIONS AND INTERPRETATIONS/CLARIFICATIONS 8 XVI. SUBMITTAL INFORMATION AND DEADLINE 8 XVII. SUBMITTAL REQUIREMENTS 8 XVIII. CONTRACTOR SELECTION - PROPOSAL AND EVALUATION 9 XIX. REVIEW EVALUATION RESULTS AND AWARD 10 XX. PROTEST PROCESS 10 EXHIBIT A - SCOPE OF SERVICES 11 1. DESCRIPTION AND SCOPE OF SERVICES 11 A. IMPLEMENTATION 11 B. PERFORMANCE ON SCHEDULE 12 II. CONTRACTOR REQUIREMENTS AND RESPONSIBILITIES 13 A. WORK ASSIGNMENT AND SCHEDULE 13 B. ALTERNATIVE FUEL SWEEPING EQUIPMENT 13 C. STREET SWEEPING EQUIPMENT 13 D. STREET SWEEPING SPEED 14 E. QUALITY OF SWEEPING 14 F. GLOBAL POSITIONING SYSTEM (GPS) 15 G. REQUIRED CONTRACTOR IDENTIFICATION SIGNAGE 15 H. FUELING OF SWEEPERS 15 1. SPECIAL SWEEPING 15 J. PERFORMANCE DURING INCLEMENT WEATHER 15 K. CONTRACTOR PERSONNEL 15 L. WORKING HOURS 16 M. INSPECTIONS 16 City of Santa Ana Public Works Agency Request for Proposals for Street Sweeping 25rlpme TABLE OF CONTENTS - CONTINUED N. PROTECTION OF THE PUBLIC AND DAMAGES TO EXISTING 16 STRUCTURES 0. SPECIFICATIONS 16 P. WATER 16 0. DEBRIS DISPOSAL 16 R. SPILLS 17 S. RECORDS 17 T. AFTER-HOUR EMERGENCY SERVICES 17 U. SUPERVISION OF CONTRACT AND MEETINGS WITH CITY 17 V. CONTRACTOR'S OFFICE 18 W. MATERIALS AND EQUIPMENT 18 X. PREVAILING WAGE 18 Y. CUSTOMER SERVICE 18 III. DEFINITIONS 18 IV. TERMS AND CONDITIONS 19 A. TERM 19 B. CONTINUED FUNDING 19 C. COMPENSATION 20 D. INDEPENDENT CONTRACTOR 20 E. INSURANCE 20 F. HOLD HARMLESS INDEMINIFICAITON 21 G. NOTICE 21 H. TERMINATION 22 1. CONTRACTOR OPTION FOR TERMINATION 22 J. LIQUIDATED DAMAGES 23 K. EMPLOYMENT OPPORTUNITIES FOR SANTA ANA RESIDENTS 23 L. EMPLOYMENT OF DISPLACED CITY OF SANTA ANA WORKFORCE 23 M. CONTRACTOR COMMUNITY EVENT PARTICIPATION AND PUBLIC 23 AWARENESS N. COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS 23 0. ASSIGNMENT 23 P. JURISDICTION - VENUE 23 Q. FINES 23 EXHIBIT B - PROPOSERS STATEMENT and PROPOSAL ITEM PRICING 24 EXHIBIT C - ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL 25 LIABILITY POLICY EXHIBIT D - OFFERERS REFERENCES 26 EXHIBIT E - PROPOSAL CONTRACT AND AGREEMENT - PROPOSERS 27 STATEMENT EXHIBIT F - PROPOSAL CONTRACT AND AGREEMENT - CERTIFICATION OF 28 NONDISCRIMINATION BY CONTRACTOR EXHIBIT G - RESPONSIBLE PROPOSER - SUPPLEMENTAL QUESTIONNAIRE 30 EXHIBIT H - NON-COLLUSION AFFIDAVIT 33 EXHIBIT I - DETAILED STREET SWEEPING ROUTE MAPS 34 25H-34 CITY OF SANTA ANA PUBLIC WORKS AGENCY REQUEST FOR PROPOSAL FOR STREET SWEEPING (RFP) 1. INTRODUCTION The City of Santa Ana is issuing this request for proposal (RFP) for the sweeping of approximately 72,000 annual curb miles of City streets on a bi-monthly, weekly or twice-weekly basis in a phased implementation program. The City is seeking proposals for four sweeping service scenarios. The City intends to award a seven (7) year contract, with provision for one, seven-year renewal option based on the contractor performance, for a maximum total of 14 years. The contract shall require 400 annual curb miles of free sweeping for special events, parades, and similar events, inclement weather sweeps and roadway hazards. Furthermore, the selected Contractor shall be required to solicit employment opportunities to Santa Ana residents and participate in community events and programs. In addition, the selected Contractor shall extend offers of employment to any displaced street sweeper equipment operators for a minimum of one year and at a rate commensurate to their last base salary amount as an equipment operator with the City of Santa Ana. This solicitation for services will require alternative-fuel sweepers ONLY, as defined by AQMD Rule 1186.1: an alternative-fuel sweeper means a sweeper with engine(s) that use compressed or liquefied natural gas, liquefied petroleum gas (propane), methanol, electricity, or fuel cells. Hybrid-electric and dual fuel technologies that use diesel fuel are not considered alternative-fuel technologies for the purposes of Rule 1186.1. II. PERIOD OF CONTRACT Unless earlier terminated as allowed for in the Agreement, contract term shall be for a period of seven (7) years. The contract term is anticipated to commence after City Council award of this contract and upon receipt and approval of all required bonds and insurance documents. The projected contract award date is February 6, 2012 and may be adjusted as necessary. III. OPTION OF RENEWAL The term of this Agreement shall have provision for one, seven-year renewal option at the discretion of the City and City Council approval unless the City notifies Contractor in writing at least thirty (30) days before the end of the initial term or any extended term, of its intent to terminate the Agreement at the conclusion of the initial term or any extension. Time is of the essence in the performance of services under this Agreement. IV. FISCAL NONFUNDING CLAUSE In the event sufficient budgeted funds are not available for a new fiscal period, the City shall notify the provider of such occurrence in writing at least thirty (30) days before the end of the current fiscal period and contract shall terminate on the last day of current fiscal period without penalty or expense to the City. V. PROPOSAL DEPOSIT AND PERFORMANCE BOND 25H-35 A proposal deposit in the amount of five-percent (5%) of the total proposed annual contract amount of the proposal Scenario One in Exhibit B shall accompany each proposal. The proposal deposit must be in the form of a bid bond, cashier's check, certified check, bank draft, letter of credit, trust company treasurer's check or money order. Checks shall be payable to the City of Santa Ana. NO PERSONAL OR COMPANY CHECKS WILL BE ACCEPTED. Proposal deposit of the unsuccessful offerors shall be returned upon award of contract by the City. The successful offeror shall supply a performance bond in the amount of one-hundred percent (100%) of the successfully awarded total annual contract amount of the proposal prior to execution of the contract. Upon receipt of the performance bond, the proposal deposit will be returned. The proposal deposit is subject to be forfeited if the successful offeror fails to execute the written contract and furnish the required performance bond or to satisfy any other conditions present, within a reasonable time as determined by the City. VI. SCOPE OF WORKISERVICES The scope of work may include any and all work efforts related to the Street Sweeping Services per EXHIBIT A - SCOPE OF SERVICES. The Contractor shall be an independent contractor capable of providing experienced, knowledgeable and professional staff. The Contractor shall be responsive and maintain excellent working relationships with city residents, businesses, government officials and City staff. The Contractor shall provide adequate staffing levels at all times and adhere to established schedules. The Contractor shall be knowledgeable of and comply with federal, state and local regulations, including but not limited to the Federal Clean Water Act and NPDES. VII. GENERAL INFORMATION A. The term of the contract will begin after the contract award by the City Council. B. When determined appropriate, the City will provide information in its possession relevant to preparation of required information in RFP. The City will provide only the staff assistance and documentation specifically referred to herein. C. The Contractor shall be responsible for retaining data, records and documentation for the preparation of the required information. These materials shall be made available to the City as requested by the City. D. This RFP does not commit the City to pay costs incurred in preparation of a response to this RFP. All costs incurred in the preparation of the proposal, the submission of additional information and/or any aspect of a proposal prior to award of a written contract will be borne by the respondent. The City reserves the right to accept or reject the combined or separate components of this proposal in part or in its entirety or to waive any informality or technical defect in proposal. E. All data, documents and other products used, developed or produced during response preparation of the RFP will become property of the City. All responses to the RFP shall become property of the City. Proposer information identified as proprietary information shall be maintained confidential, to the extent allowed under the California Public Records Act. F. The City reserves the right to reject, replace and approve any and all subcontractors. All subcontractor(s) shall be identified in the response to the RFP and the City reserves the right to reject any subcontractor(s). Subcontractors shall be the responsibility of the prime Contractor and the City shall assume no liability of such subcontractors. VIII. COORDINATION 25H-36 Coordination by the awarded Contractor with the City, other contractors and agencies will be required to achieve satisfactory and timely delivery of the street sweeping services. Coordination may include, but not be limited to, coordination with neighborhood and civic groups, local and/or state agency boards, and attendance at City Commission, Agency and Council meetings,. The City will decide the manner in which the coordination efforts with be conducted. At the City's option, coordination efforts may be performed by the Contractor's direct contact, by the Contractor acting through the City or by the City only. When coordination efforts require agreements, such agreements shall be coordinated through the City. IX. CONTRACTOR RESPONSIBILITIES The selected Contractor will assume responsibilities for Contractor shall identify a operations and contractual Agreement. sole point of contact with the matters, including payment X. INITIATION/KICK OFF MEETING all services in its proposal. The selected greatest knowledge in regard to sweeping of any and all charges resulting from the The successful Proposer will be required to meet with City staff prior to commencement of sweeping services or at any time as required by the City, to discuss and agree on operational issues including transition of services and scheduling of routes. XI. CITY BUSINESS LICENSE The selected Proposer shall be required to obtain a City of Santa Ana Business license within 30-days of selection and must provide a copy to the City Projects Manager or designee prior to commencing any work in Santa Ana. XII. ADDENDA Any subsequent changes in RFP from the date of preparation to date of submittal will result in an addendum by the issuing office. XIII. RULES FOR PROPOSALS The signer of the RFP must declare in writing that the only person, persons, company or parties interested in the proposal as principals are named therein; that the proposal is made without collusion with any other person, persons, company or parties submitting a proposal; that it is in all respects fair and in good faith without collusion or fraud; and, that the signer of the proposal has full authority to bind the proposer (Exhibit H). XIV. PRE-PROPOSAL MEETING A mandatory pre-proposal meeting is scheduled for Thursday, December 1, 2011 at the Public Works Agency-Maintenance Services, 220 S. Daisy Avenue M-85, Second Floor, Santa Ana, CA 92703, at 9:00 AM. The meeting will include a detailed discussion of the project, route schedule, posting programs etc. and will be followed by a question and answer session. All questions shall be required to be submitted in written form. After the pre-proposal meeting, City will respond to pre-proposal attendees by e-mail to written questions or requests for clarifications. Contractor Operation/Field Supervisors are highly suggested to attend this meeting. XV. E-MAIL COMMUNICATIONS AND INTERPRETATIONS/CLARIFICATIONS 25H-37 To facilitate the Request for Proposals (RFP) process, Proposers are required to monitor and respond to e-mail requests within 48 hours. No oral interpretations will be made by the City to any Proposer as to the meaning of requirements identified herein, including the Scope of Service and Terms and Conditions. Every request for such an interpretation must be made in writing via e-mail to the Projects Manager no fewer than five calendar days prior to the date set for opening of proposals. Significant interpretations or clarification will be made by an addendum to this RFP, which will be sent as promptly as is practicable to all persons to whom the Request for Proposals have been issued by the City. Addenda may become part of the agreement documents. XVI. SUBMITTAL INFORMATION AND DEADLINE Proposals are due to the City of Santa Ana, Office of the Executive Director, Public Works Agency Attention: Pedro Guillen, 20 Civic Center Plaza, Ross Annex, 4t" Floor, Santa Ana, CA 92701 on Wednesday, December 21, 2011 at 4:00 p.m. Faxed and E-mail proposals will not be accepted. XVIL SUBMITTAL REQUIREMENTS The RFP is intended to assess and evaluate each firm's capabilities as they apply to the proposed project. Each firm must address each of the following items in its response to the RFP. A. Statement of Qualifications - In order to maintain uniformity, the Statement of Qualifications must be limited to a MAXIMUM of 30 PAGES (excluding front and back covers, section dividers and resumes). The page limitation includes all appendixes, attachments and supplemental information. The following information is required: 1. Cover Letter - A letter signed by a principal or authorized representative who can make legally binding commitments for the entity. 2. Firm and Personnel Experience: A profile of the firm's experience, personnel and history relating to the scope of work identified in Exhibit A. Include project description, year completed, client name, with a contact and their telephone number. The Project Manager/Principal Agent's contact information (e.g. Operation/Field Supervisor) for the proposed work shall be identified and associates in-charge when Project Manager/Principal Agent is absent as well as that of other key personnel. An organization chart identifying only those who will perform work for the proposed project and their brief resume (if applicable). The Project Manager/Principal Agent shall be the primary contact person to represent your firm and will be the person to conduct the presentation, if invited for an interview. 3. Financial Responsibility (Capacity): Proposer shall submit its most recent audited financial statement, evidencing Proposer's financial capacity to fully perform the required services, including provision of equipment and personnel expenses over a 90-day period. If said financial statement does not reflect full 90 day operational capacity, Proposer may include a letter of credit as evidence of supplemental capacity. 4. Submittal of Proposal a. Four (4) copies of the response to the RFP shall be signed by a company official with the power to bind the company. b. One (1) copy of the submittal on a Compact Disc, USB Flash Drive or Equivalent. c. Structure your proposal to include the Scope of Services response, General Time implementation Schedule, Fees/Contract Price and Exhibits. 5. Work History - Exhibit D-Relevant Work History: The Contractor shall submit a list of all agencies, past and present, for whom you have provided work similar to that identified in the RFP (Exhibit A). 6. Proposal Deposit (Bid Bond): Five-percent (5%) of the total proposed annual contract amount of the proposal Scenario One in Exhibit B. B. EXHIBIT B - PROPOSERS STATEMENT AND PROPOSAL ITEM PRICING C. EXHIBIT C - ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY 25H-38 D. EXHIBIT D - RELEVANT WORK HISTORY E. EXHIBIT E - PROPOSAL CONTRACT AND AGREEMENT - PROPOSERS STATEMENT F. EXHIBIT F - PROPOSAL CONTRACT AND AGREEMENT - CERTIFICATION OF NONDISCRIMINATION BY CONTRACTOR G. EXHIBIT G - RESPONSIBLE PROPOSER - SUPPLEMENTAL QUESTIONNAIRE H. EXHIBIT H - NON-COLLUSION AFFIDAVIT 1. The proposal must be completely responsive to the RFP. The City reserves the right to reject any or all proposals submitted and no representation is made hereby that any contract will be awarded pursuant to this RFP or otherwise. XVIII.CONTRACTOR SELECTION - PROPOSAL AND EVALUATION The criteria for evaluating the proposals submitted will take the following items into consideration: A. Financial Responsibility (Capacity) B. Required Services C. RFP Criteria and Required Submittals - Proposal's compliance with the requirements of this RFP D. Implementation Plan ........................................................................ 30% 1. Phasing Approach/Scope of Services 2. Equipment 3. Employee Training Program 4. Ability to Meet Performance on Schedule E. Company Experience and Reputation - Municipal Experience, or similar, long-term contracts(Quantity/Similar Operation/Scope of Service, References) ........................ 40% F. Fee Schedule (Competiveness/Cost Effectiveness) ....................................... 30% Bonus Points: The City's desire is to have the Contractor explore opportunities including, but not limited to, leasing City Corporate Yard space for office/sweeper fleet, fuel purchase at City Corporate Yard fueling station, purchase of City owned street sweeper fleet, other Contractor proposals. The proposals will be reviewed by a committee of City Staff members, who will then interview all responsive Proposers. The committee will evaluate Proposers based on the Response to RFP, interview and fees, to select the proposal most responsive to the requirements and objectives of Request for Proposals. A final score will be calculated for each submitted proposal and used to rank the proposers. The committee will conduct a final interview the top tier of Proposers and recommend award of the contract to the Proposer who will provide the best quality service at minimum cost to the City. The City reserves the right to negotiate pricing. The City will notify the successful firms by mail of invitation for final oral interview and/or award. 25H-39 XIX. REVIEW EVALUATION RESULTS AND AWARD The evaluations will become public record after award. Interested offerors may submit a written request, with a self-addressed stamped envelope to receive results of the evaluation. Proposer information identified as proprietary information shall be maintained confidential, to the extent allowed under the California Public Records Act. Submit your request to City of Santa Ana, Public Works Agency Maintenance Division, 220 S. Daisy Avenue, Santa Ana, CA 92703. XX. PROTEST PROCESS Any protest must be submitted in writing to the Executive Director of Public Works, City of Santa Ana, 20 Civic Center Plaza M-21, Santa Ana, CA 92701 before 5:00 p.m. of the 5th business day following City's notification of intent to award contract. Protester is responsible for ensuring timely delivery of protest. Hand delivered protests must be delivered to the receptionist at the Public Works Receptionist Counter on the 4th floor of the City Hall Ross Annex. The protest shall include a complete statement of the basis for the protest, and shall specify the basis for the protest. The protest shall include the name, address and telephone number of the person representing the protesting party. The person filing the protest shall concurrently transmit a copy of the protest document, and any attached documentation to all other parties with a direct financial interest which may be adversely affected by the outcome of the protest. Such parties include all other proposers who appear to have a reasonable prospect of receiving an award depending on the outcome of the protest. If a timely protest is received, the Executive Director of Public Works, or designee, shall set a hearing within five (5) business days, or as soon thereafter as a hearing may be set. All interested parties may appear and offer testimony at the protest hearing. Formal rules of evidence shall not apply at this hearing, nor shall testimony under oath be required. The burden of proof shall be on the protesting party to demonstrate that staffs determination of the proposed "best quality service at minimum cost" is arbitrary and capricious or unsupported by substantial evidence in the record. The Executive Director will issue a written decision to the City Council on the protest, which shall also be promptly provided to all interested parties. The procedure and time limits set forth in this paragraph are mandatory and are the proposers' sole and exclusive remedy in the event of a protest. Failure to comply with the procedures shall constitute a waiver of any right to further pursue the protest, including filing a Government Code Claim or legal proceedings. 25H-40 CITY OF SANTA ANA PUBLIC WORKS AGENCY REQUEST FOR PROPOSALS FOR STREET SWEEPING EXHIBIT A - SCOPE OF SERVICES 1. DESCRIPTION AND SCOPE OF WORK The City of Santa Ana is issuing this request for proposal (RFP) for the sweeping of up to approximately 72,000 annual curb miles of City streets on a bi-monthly, weekly or twice-weekly basis. The City is seeking proposals for four sweeping service scenarios. A. IMPLEMENTATION The contract will involve four (4) scenarios, with scenarios Two, Three and Four utilizing a three (3) phase implementation. Scenario One will include sweeping of all residential streets only, with an option for future additional remaining sweeping services in year four of the contract. Scenarios Two, Three and Four will include residential sweeping in the first phase, followed by arterial sweeping in the second phase and concluding with Industrials, Downtown and Alley sweeping in phase three. In addition to street sweeping services, sweeping of City owned surface parking lots may be requested. 2. The sweeping operations shall be implemented utilizing a phased approach in which contract staff will assume incremental responsibility of sweeping areas of the City. Each phase will be implemented in three-month sequences or as determined appropriate by the City based on contractor performance. The City's desire is to complete the full sweeping program implementation within nine-months from award to Contractor. 3. City staff shall have to right to modify, reduce or delete the amount of sweeping, schedules, routes, frequency, phases, standards and days of sweeping with prior notice to Contractor. 4. The term of the contract is a seven (7) year contract, with a possibility for one additional, seven- year renewal option at the discretion of the City; a maximum total of 14 years. Phase ROUTE TYPE CURB MILES FREQUENCY DAILY ROUTES TOTAL ANNUAL CURB MILES 1 Residential 647 Weekly 7 33,660 * Arterials 214 2 x Week 22,300 SCENARIO * Raised and Non-Raised Center Medians 215 2 x Month 26 Sweeps) CITY STAFF _ 5,577 ONE * Industrials 59 2 x Month 26 Sweeps) CONTRACT OPTION IN 1,539 * Downtown 11 Nightly YEAR FOUR 4,100 * Alleys 92 Weekly 4,789 Total Curb Mileage 71,965 *Scenario One will include contract sweeping for residential only. There will be an option for contract sweeping of the remaining sweeping routes in year four of the contract. 25H-41 DAILY TOTAL ANNUAL Phase ROUTE TYPE CURB MILES FREQUENCY ROUTES CURB MILES 1 Residential 647 Weekly 33,660 2 Arterials 214 2 x Week 22,300 3 Raised and Non-Raised 2 x Month SCENARIO Center Medians 215 26 Sweeps) 7 5,577 TWO 2 x Month 3 Industrials 59 26 Sweeps) 1,539 3 Downtown 11 Nightly 4,100 3 Alleys 92 Weekly 4,789 Total Curb Mileage 71,965 Phase ROUTE TYPE CURB MILES FREQUENCY DAILY ROUTES TOTAL ANNUAL CURB MILES 1 Residential 647 Weekly 33,660 2 Arterials 214 1 X Week 11,150 SCENARIO THREE 3 Raised and Non-Raised Center Medians 215 1 x Month 7 2,574 3 Industrials 59 1 x Month 710 3 Downtown 11 5 x Week 2,900 3 Alle s 92 2 x Month 2,392 Total Curb Mileage 53,386 DAILY TOTAL ANNUAL Phase ROUTE TYPE CURB MILES FREQUENCY ROUTES CURB MILES 1 2 x Month Residential 647 24 Sweeps) 15,535 2 2 x Month SCENARIO Arterials 214 26 Sweeps) 5,575 FOUR 3 Raised and Non-Raised 7 Center Medians 215 1 x Month 2,574 3 Industrials 59 1 x Month 710 3 Downtown 11 3 x Week 1,750 3 Alleys 92 2 x Month 2,208 Total Curb Mileage 28,352 B. PERFORMANCE ON SCHEDULE The Contractor will be provided the latitude in establishing work schedules which correspond to the City's route schedules, manpower and equipment resources. The Contractor will be provided the opportunity to discuss with the City adjusting established schedules to meet special circumstances. The City will make all final decisions pertaining to adjustment of schedules based on feasibility and efficiency with the goal of completing sweeping on the day scheduled. Exhibit A - Next Page 25H-42 II. CONTRACTOR REQUIREMENTS AND RESPONSIBILITIES A. WORK ASSIGNMENTS AND SCHEDULE The Contractor shall be provided weekly route schedules by the City (Exhibit 1). The Contractor shall submit a written sweeping schedule to the City Projects Manager or designee within fifteen (15) days of the effective date of an executed agreement. This schedule shall clearly identify the sweeping tasks required by this agreement and days they are scheduled to be performed in each particular area. Contractor shall have ability to review and propose sweeping route modifications to the City for review as efforts to improve sweeping program efficiency. If it is necessary to make periodic revisions to this maintenance schedule, a modified schedule must be submitted for review to the Projects Manager or designee for approval prior to the date the changes are to take effect, but not less than 48-hours. Otherwise, it is intended that the Contractor will develop a permanent schedule utilizing the information, route schedule and any other information provided by the City, which will allow the City to monitor the Contractor's progress. Failure to notify of a change and/or failure to perform an item of work on a scheduled day may result in deduction of payment for that date or week based on curb miles not swept. The Contractor shall adjust his/her schedule to compensate for all holidays and rainy days. Street sweeping shall be scheduled for all regular holidays and rainy days, unless otherwise indicated by the City. The designated Contractor holidays for this contract shall be New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. B. ALTERNATIVE-FUEL SWEEPING EQUIPMENT This solicitation for services will require alternative-fuel sweepers ONLY, as defined pursuant to Air Quality Management District (AQMD) Rule 1186.1 - alternative-fuel sweeper means a sweeper with engine(s) that use compressed or liquefied natural gas, liquefied petroleum gas (propane), methanol, electricity, or fuel cells. Hybrid-electric and dual fuel technologies that use diesel fuel are not considered alternative-fuel technologies for the purposes of Rule 1186.1. C. STREET SWEEPING EQUIPMENT 1. The street sweeper or any relief sweeper used to perform this contract work shall: a. Be AQMD and State (if applicable) approved alternative fuel. The Contractor shall be liable for all AQMD, State or Federal fines levied against the City relating to Contractor street sweeping equipment violations. b. Be a standard full size motorized sweeper equal to or larger than an Elgin Broom Sweeper, Tymco 600, Schwarze model A8000 or similar model with equal pick up abilities with dual putter brooms. Vacuum sweepers may be considered. c. Be no more than seven (7) years in age at any period during the contract. d. Be able to deposit hopper debris in 3-yard bins or larger (washout, cleaning, dumping of hopper on streets will not be allowed). e. Be maintained in top-class running condition including arriving clean for each daily schedule. f. The Contractor shall provide a relief sweeper to complete scheduled routes for each sweeper out of operation, broken down, scheduled for maintenance or any other similar situation. g. The Contractor shall provide a listing of all sweepers and relief sweepers identifying: i. Make, model, and year. ii. Company identification unit number. iii. California license number. iv. Company vehicle colors. V. Sweeper color, if different. vi. Names of all operators to be used, California driver's license number, license class, expiration date and a recent California DMV record for each driver. Exhibit A - Next Page 25H-43 h. The Contractor will not be permitted to washout or clean hopper on any public street, alley or City owned parking lot. 2. The street sweeper or any relief sweeper shall be equipped with the following: a. Rotating amber dome lights. b. DMV night traveling amber side, rear, and top lights or similar. c. Dual side gutter brooms having no less than 5" long bristles. d. A set of road trouble fluorescent triangles. e. A radio or mobile phone. D. STREET SWEEPING SPEED 1. Street sweepers shall be operated at speeds no greater than eight (8) miles per hour, as will be indicated on tachograph charts, covered hereinafter. 2. Reviews by the City shall be made of all information and reports generated by the GPS tracking system. 3. Indications of any day's sweeping exceeding 8 miles per hour shall result in: a. Notification after the first two occurrences to the contractor that he is in non-compliance. b. Reduction in monthly payment by one eighteenth for each day that sweeping is recorded in excess of 8 miles per hour over a total of one hour per day. E. QUALITY OF SWEEPING The quality of sweeping shall be to the satisfaction of the Public Works Agency Executive Director or designee. The Contractor shall at all times use good sweeping practices as dictated by the highest standards within the sweeping industry and will make adjustments to its equipment as necessary that will result in clean streets with no debris trails left behind. On occasion and as deemed necessary by City, this will require the complete width of the street, curb to curb, to be swept clean of debris. The Contractor must exercise due care so as to prevent spilling, scattering, or dropping of debris during the sweeping activity and shall immediately clean up any such spillage, dropping, or scattering. Sweeping practices include, but are not limited to the following: (a) Sweeping speed shall be adjusted to street conditions with a maximum speed of eight (8) miles per hour; and (b) patterned concrete medians, intersections, and crosswalks shall be swept at a maximum speed of three (3) miles per hour. Standards, schedules, and frequencies may be modified from time to time as deemed necessary by the City to ensure the highest sweeping quality. Due to different street widths throughout the City, street sweeping may require slower travel speed and/or multiple passes by the sweeper, in many cases, to ensure curb-to-curb coverage of the street. Streets with raised medians (commercial and residential) shall have their curb-gutter perimeter swept, including turnouts. Street grade striped medians shall be swept in their entirety. All deposits within intersections shall be removed as part of the sweeping operations. Each street shall be swept clean to the adjacent property line. Swept clean means minimal debris residual or tailings. Any sweeper used must not blow debris onto private property. Exhibit A - Next Page 25H-44 F. GLOBAL POSITIONING SYSTEM (GPS) The Contractor shall provide all street sweepers used in the City with a GPS that enables the monitoring location of the contract sweepers at all times via computer. This system will also monitor the day-to-day operation of the sweepers, location of sweeper, including streets swept, curb miles swept, brooms up or down, and the direction and speed of travel. The City and Contractor shall be enabled to view this information via computer at all times. GPS reports shall be available at the request of the City. G. REQUIRED CONTRACTOR IDENTIFICATION SIGNAGE City of Santa Ana Public Works Agency authorized contractors will be required to have identification signage on all vehicles at all times while working in an official capacity for the City. Such signage shall be of a professional manner and maintained neat in appearance, free of graffiti, easily identifiable and in sound condition. All costs associated with the fabrication of such signage shall be borne by the Contractor. Such signage design shall be pre-approved by the City prior to production. Signage type and material shall be plastic with magnetic backing, painted signage on vehicle or similar. Taped vehicle signage will not be allowed. Such signage shall state Authorized Contractor, City of Santa Ana, Public Works Agency, name of Contractor and Contractor telephone number. Signage Letter Minimum Size shall be two-inches for Authorized Contractor, City of Santa Ana and Public Works Agency. A minimum of one-inch height will be required for all other information. H. FUELING OF SWEEPERS The Contractor shall be responsible for fueling each sweeper and shall be ready to sweep at all scheduled times. The City highly encourages the Contractor to explore possibilities of purchasing fuel at the City Corporate Yard fueling station. 1. SPECIAL SWEEPING This contract shall require up to 400 annual curb miles of special sweeping at no additional cost for special events, parades, inclement weather sweeps, roadway hazards, spills (similar, but not limited to oil, paper, debris, etc). These sweeps are not re-sweeps of an area not swept properly, but rather an additional sweep that is not part of the regular schedule. If appropriate, prior approval from City Projects Manager or designee is required. J. PERFORMANCE DURING INCLEMENT WEATHER 1. The City shall determine when the sweeping operations should cease due to inclement weather or other reasons and will notify the Contractor immediately once decision is made. 2. During the periods when inclement weather hinders normal operations, the Contractor shall adjust his/her work force in order to accomplish those activities that are not affected by weather. 3. Failure to adjust the work force to show good progress on the work shall result in deduction of payments to reflect only the work actually accomplished. K. CONTRACTOR PERSONNEL A list identifying the names of all Contractor street sweeping equipment operators shall be provided to the City Projects Manager or designee. All Contractor personnel operating sweeping equipment shall be required to be licensed to operate such sweeper and remain in good standing with the California Department of Motor Vehicles. Exhibit A - Next Page 25H-45 L. WORKING HOURS All sweeping activities shall be completed according to established sweeping time windows as posted on City streets. Typically, sweeping operations should be completed by 3:30 PM, Monday through Friday unless prior approval is given by the City Projects Manager or designee. Generally sweeping occurs no earlier than 4:00 AM, except in designated areas in which sweeping begins at 2:00 AM, such as the Downtown area. Approval and deviation of Contractor schedule will be at the sole discretion of the City. M. INSPECTIONS The Executive Director or his designee shall regularly inspect the streets and other City property subject to this Agreement to ensure that the work is being, and has been, performed in accordance with the terms identified in this agreement. All work found in such inspections not conforming to the applicable requirements shall be corrected by the Contractor and the City shall have the right to withhold payment to the Contractor until the work is corrected. N. PROTECTION OF THE PUBLIC AND DAMAGES TO EXISTING STRUCTURES 1. The Contractor shall exercise caution at all times for the protection of persons and property. All fines, penalties and/or repair charges resulting from the Contractor's actions shall be the sole responsibility of the Contractor. 2. The Contractor shall not permit placing or use equipment in such a manner as to block vehicle traffic lanes or create safety hazards. The Contractor shall be responsible for the use of all appropriate warning traffic safety devices when deemed necessary. 3. Methods proposed by the Contractor and approved by the City shall not harm, deface or damage the streets being swept, street trees, sidewalks or street curbs. In the event that damaged to City right-of- way has occurred in the course of work, the Contractor shall be solely responsible for its repair or replacement. 0. SPECIFICATIONS This scope of services is intended to cover all labor, material and standards of workmanship to be employed for in this work plan or reasonably implied by terms of same. Work or materials of a minor nature which may not be specifically mentioned, but which may be reasonably assumed as necessary for the completion of this work, shall be performed by the Contractor as if described in the specifications. P. WATER The Contractor will be provided access to City fire hydrants to utilize when filling sweepers. The City will provide information and demonstrate how to properly utilize fire hydrant connections. Q. DEBRIS DISPOSAL Disposal of sweeping debris at the City Corporation Yard and at City designated debris exchange zones will be permitted. Debris disposal shall not be permitted onto the street. The Contractor will be responsible for collection of incidental debris around trash container/bin resulting from disposal exchange within two-hours after exchange. Coordination will be made by the City Projects Manager or designee. The Contractor shall make every effort to recycle materials. Exhibit A - Next Page 25H-46 R. SPILLS 1. The Contractor shall make additional passes on a street route to pick up any spillage of sweeping materials debris dropped during turns or crossings of cross gutters, prior to moving to the next area. 2. The equipment operator shall immediately stop in the event of equipment spillage such as a spillage of gasoline, diesel, motor oil, or hydraulic oil. A call for assistance must be made and the area cleaned within two hours. Failure to affect a proper cleanup will result in the City responding with Fire and Public Works Hazmat crews, and costs will be deducted from the following invoice to be paid. The quality of spill clean-ups shall be to the satisfaction of the City Projects Manager or designee. S. RECORDS The Contractor shall keep accurate records concerning all of his/her employees or agents and provide the City with names and telephone numbers of emergency contact employees. The Contractor shall complete a monthly maintenance report indicating work performed, including GPS maps of routes swept and submit this completed report to the City Projects Manager or designee, This report should also contain a description of work performed, including man-hours, equipment, and any additional work, which the Contractor deems to be beyond the scope of the contract. Payment for this work will not be authorized unless the additional work and the costs thereof are first approved by the City. A phone log will be submitted monthly of all calls from the City of Santa Ana Public Works Agency Maintenance Services Division and the City of Santa Ana Police Department to the Contractor, identifying whether or not those calls require a request for service, and a description of the action taken from the City call. The Contractor shall provide monthly phone customer service logs from the public, indicating name, date, time and phone number of caller, reason for request, response/action by Contractor and time required to address request. Such logs shall be accurate and truthful. The Contractor shall permit the City to inspect and audit its books and records regarding City-provided services at any reasonable time. T. AFTER-HOUR EMERGENCY SERVICES The Contractor will provide the City with names and telephone numbers of at least two qualified persons who can be called by City representatives when emergency maintenance conditions occur during hours when the Contractor's normal work force is not present in the City of Santa Ana. These Contractor representatives shall respond to said emergency within one (1) hour from receiving notification. The City anticipates the need for this service of up to six-occurrences per year. U. SUPERVISION OF CONTRACT AND MEETINGS WITH CITY All work shall meet with the approval of the City of Santa Ana Public Works Maintenance Services Division. There shall be a minimum of one monthly meeting with the Contractor and the City representative to determine progress and to establish areas needing attention. A status report of activities performed and maintenance issues addressed by the Contractor will be submitted in writing to the City on a weekly basis. Any specific problem area which does not meet the conditions of the specifications set forth herein shall be called to the attention of the Contractor and if not corrected, payment to the Contractor will not be made until condition is corrected in a satisfactory manner as set forth in the specifications. Exhibit A - Next Page 25H-47 V. CONTRACTOR'S OFFICE Contractor is required to maintain an office within a one (1) hour response time of the job site and provide the office with phone service during normal working hours. During all other times, a telephone answering service shall be utilized and the answering service shall be capable of contacting the Contractor by radio or cellular phone. Contractor shall have a maximum response time of sixty (60) minutes to all emergencies. The on-site storage of equipment used exclusively for providing service within the City will be permitted. Contractor will have full responsibility for maintaining an office and a yard. The City highly encourages the Contractor to explore possibilities of leasing space at the City Corporate Yard for office and sweeper fleet storage. W. MATERIALS AND EQUIPMENT The contractor shall make all reasonable effort to purchase equipment and materials in the City of Santa Ana and to utilize Santa Ana vendors. Such efforts shall be provided to the City. The City shall have the ability to provide a list of possible Santa Ana Vendors to the Contractor. X. PREVAILING WAGE Prevailing wage will not be required for this contract. Y. CUSTOMER SERVICE Contractor shall provide service, which is accessible, courteous, responsive, timely, equitable and given in the spirit of professionalism and mutual respect. A Contractor equipment operator is an extension of the City of Santa Ana Public Works, and as such is expected to: 1. Interact with customers and City officials, whether in person or on the phone, in a pleasant, respectful and professional manner. 2. Give full attention to each customer's needs by asking questions. Provide information, products and service in an accurate, organized and complete manner. Determine that the customer's request has been fulfilled. 3. Comply with all federal, state, county, and city laws and regulations. 4. Use adequate equipment that is kept clean and neat at all times. 5. Train other Contractor employees to be polite and courteous during public contact. 6. Employ truth and accuracy in reporting customer service records. III. DEFINITIONS 1. Curb Mile - measurement of curbing of streets and medians and equal to 5,280 linear feet. 2. Linear Mile - measurement of actual miles driven in order to satisfactorily clean streets to the City standard, which may require multiple passes depending on condition and width of street. 3. Curb-to-Curb - area within the curb limits of the street including medians, intersections and street ends. 4. Contractor Holidays - New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. 5. Inclement Weather - weather conditions that prohibit the effective operation of sweeping operations. 6. Debris - litter, rubbish, leaves, sand, debris trail, dirt, garbage, and other foreign material. 7. Street - all paved dedicated public rights-of-way within the existing or future City limits. Exhibit A - Next Page 25H-48 8. Re-sweep - sweep required when previous sweeps are deemed by the City to be below standard or when a street or sections of a street are missed during regularly scheduled operation. Such re- sweeps will be at no additional cost with up to two re-sweeps performed to City satisfaction. 9. Sweeper - Sweeping machine. 10. Swept Clean - means minimal debris residual or tailings. 11. Special Sweeping (Sweeps) - sweeping involving special events, parades, inclement weather, roadway hazards, spills (similar, but not limited to oil, paper, debris, etc.) and City surface parking lots. 12. Travel Speed - sweeper operator must maintain a speed of no more than eight (8) miles per hour, or other agreed upon speed by the City, while the sweeping broom is lowered in the operating position. IV. TERMS AND CONDITIONS A. TERM The term of this Contract shall commence February 1, 2012 and terminate December 31, 2019, unless earlier terminated as set forth in Section H, below. City is granted an option to renew up to one additional seven-year period. Said options shall be exercised in writing at least thirty (30) days prior to the end of the initial term or any extension thereof. B. CONTINUED FUNDING In the event funding in not allocated for street sweeping services during the annual budget approval process, the City shall notify the provider of such occurrence in writing at least thirty (30) days before the end of the current fiscal period, and contract shall terminate on the last day of current fiscal period without penalty or expense to the City C. COMPENSATION 1. City agrees to pay and Contractor agrees to accept as total payment for its services, the rates and charges set forth in Contractor's Proposal, attached hereto and incorporated by reference. The annual amount to be expended for street sweeping services shall not exceed annually, during the term of this Agreement. 2. Invoices a. The Contractor shall submit a monthly invoice by the 15t' of the month to the City for the services rendered in the prior month. b. All invoices for work performed under this contract shall be submitted electronically in a Microsoft Excel 2003 format or newer, or other format approved by the City Projects Manager or designee. C. The invoice shall include the following information at a minimum: i. Contractor's invoice number ii. Beginning and ending dates for services iii. City work order number (if applicable) iv. Work site address/location (if applicable) V. Unit cost, subtotals and total for invoice vi. Curb miles swept authenticated by GPS reports and maps. vii. GPS Route Maps (if requested by City) 3. Payment by City shall be made within sixty (60) days following receipt of proper invoice, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance of a professional street sweeping service. Exhibit A - Next Page 25H-49 4. Adjustments to Charges The parties may agree to an annual adjustment of street sweeping charges (not to exceed 2%) at the end of the first year of the agreement and every year thereafter, utilizing the month of December statistics and supporting documentation. The two indices which will be used for determining adjustments to street sweeping charges shall be the most recent December Consumer Price Index (CPI) for All Urban Consumers for Los Angeles-Anaheim-Riverside CMSA, published by the United States Department of Labor Bureau of Labor Statistics or any relevant successor for the Orange County area and the December Produce Price Index (PPI). The adjustment formula shall be as follows: The CPI shall be weighted at ninety (90%) percent and PPI shall be weighted at ten (10%) percent. 5. Extra Work No new work of any kind shall be considered an extra unless a separate estimate is given for said work and the estimate is approved by the City in writing before the work is commenced. The Contractor will be required to provide before and after photographs of safety items or emergency repairs. Documentation of contract compliance may be required on some occasions. D. INDEPENDENT CONTRACTOR Contractor shall during the entire term of this Contract, be construed to be an independent contractor and not an employee of the City. This Contract 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 manner in which Contractor performs the services required by this Contract. However, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. E. INSURANCE Prior to undertaking performance of work under this Contract, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting there from and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. A sample additional insured endorsement is attached hereto as Exhibit C. 1. 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. 2. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Contractor 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 Contract, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. Exhibit A - Next Page 25H-50 4. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: a. Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. b. Certificates of insurance shall be furnished to the City upon execution of this Contract and shall be approved in form by the City Attorney. c. 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. 5. If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Contract. Such termination shall not effect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. F. HOLD HARMLESS/ INDEMNIFICATION To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless City, its officers, agents and employees (collectively, the "Indemnified Parties") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims"), which may arise from or in any manner relate (directly or indirectly) to any work performed or services provided under this Contract (including, without limitation, defects in workmanship and/or materials) or Contractor's presence or activities conducted performing the work (including the negligent and/or willful acts, errors and/or omissions of Contractor, its principals, officers, agents, employees, vendors, suppliers, contractors, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable for any or all of them). Notwithstanding the foregoing, nothing herein shall be construed to require Contractor to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorney's fees in any action on or to enforce the terms of this Contract. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Contractor. G. NOTICE Any notice, tender, demand, delivery or other communication pursuant to th writing and shall be deemed to be properly given if delivered in person or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic following persons: To City: Clerk of the Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714-647-6956 Exhibit A - Next Page is Contract shall be in mailed by first class or communication to the 25H-51 With courtesy copy to: Pedro Guillen, Projects Manager Public Works Agency, Maintenance Services Division City of Santa Ana, P.O. Box 1988 Santa Ana, CA, 92702 Fax 714-647-3345 H. TERMINATION The City reserves the right to terminate the contract, without penalty, for cause immediately or without cause. In the event Contractor fails or refuses to timely perform any of the provisions of this Agreement in the manner required, or if Contractor violates any provision of this Agreement, Contractor shall be deemed in default. City shall provide written notice of such default to Contractor's Project Manager. Contractor shall cure said default within a period of two (2) working days. If more than two (2) working days are reasonably required to cure the default, Contractor shall provide adequate assurance of due performance within forty-eight (48) hours after Contractor receives written notice of default from City. Such assurance shall include acknowledgement of the default, Contractor's proposed remedy and the timeline (not more than seven (7) working days) for cure. If such cure is not completed in a timely manner, City may assess liquidated damages or terminate the Agreement forthwith by giving written notice to Contractor's Project Manager. City may, in addition to the other remedies provided in this Agreement or authorized by law, terminate this Agreement by giving written notice of termination. Contractor shall be responsible for all costs incurred by City, including replacement costs of equipment and labor required to provide service during Contractor's default. 2. This agreement may be terminated without cause by City upon ninety (90) days written notice delivered to the Contractor either personally or by mail. Upon termination, City shall pay to Contractor that portion of compensation specified in the Agreement that is earned and unpaid prior to the effective date of termination. 3. In addition to, or in lieu of, remedies provided in this Agreement or pursuant to law, City shall have the right to withhold all or a portion of Contractor's compensation for contract services if, in the judgment of the Projects Manager or designee, the level of maintenance falls below appropriate street sweeping maintenance standards and/or Contractor fails to satisfactorily perform contract services. City shall have the right to retain funds withheld until the Projects Manager or designee determines that contract services are performed as well and as frequently as required by this Agreement. 1. CONTRACTOR OPTION FOR TERMINATION The Contractor may request termination of the contract when conditions during the contract make it impossible to perform or when prevented from proceeding with the contract by act of God, by law or official action of a public authority or in the event on nonpayment by the City. Such request will require one-hundred and eighty (180) days written notice prior to contract termination date requested. In the event of nonpayment of undisputed sums by the City, Contractor shall give the City thirty (30) working days to cure the alleged breach. Exhibit A - Next Page 25H-52 J. LIQUIDATED DAMAGES If the City determines that the Contractor breaches its promise to provide street sweeping services in compliance with the Terms and Conditions of applicable laws and regulations, and the specifications set forth above, it would be impracticable and extremely difficult to determine the damage to City arising from such breach. Therefore, in the event of Contractor's breach, Contractor shall pay to City the sum of $265.00 per hour per occurrence for such breach, in addition to any cost, fines, etc. levied against the City. K. EMPLOYMENT OPPORTUNITIES FOR SANTA ANA RESIDENTS Contractor shall solicit and advertise employment opportunities to Santa Ana residents. The City shall inform the Contractor of areas to publicize recruitment opportunities, such as work centers and community centers. Such effort and procedure will be provided to the City for review. L. EMPLOYMENT OF DISPLACED SANTA ANA WORKFORCE The Contractor shall extend offers of employment to any displaced City of Santa Ana street sweeper equipment operators for a minimum of one year and at a rate commensurate to their last base salary amount as an equipment operator with the City of Santa Ana. The number of employees and base rate will be provided at the mandatory pre-proposal meeting. Such effort and procedure will be provided to the City for review. M. CONTRACTOR COMMUNITY EVENT PARTICIPATION AND PUBLIC AWARENESS Contractor shall participate in extensive public awareness efforts and community events and programs, such as neighborhood clean-up events and anti-litter campaigns. Such participation shall be upon City request provided with reasonable notice of event timing. N. COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS 1. Contractor shall perform all requirements under this contract in strict observance of and in compliance with all applicable environmental, traffic, safety and any other applicable laws, regulations, ordinances, codes and any other legislative or statutory requirements. 2. Contractor warrants that the performance of services under this contract shall be compliant with the current requirements of the Occupational Safety and Health Act (OSHA) and as it may be amended or updated throughout the term of this contract. 0. ASSIGNMENT Inasmuch as this Contract is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate or subcontract any interest herein without the prior written consent of City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. P. JURISDICTION -VENUE This Contract has been executed and delivered in the State of California and the validity, interpretation, performance and enforcement of any of the clauses of this Contract 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 Contract. Q. FINES The Contractor shall be liable for all violation fines levied against the City by, but not limited to, AQMD, State or Federal Agencies related to Contractor street sweeping services. Exhibit A - Next Page 25H-53 CITY OF SANTA ANA PUBLIC WORKS AGENCY REQUEST FOR PROPOSALS FOR STREET SWEEPING PROPOSERS STATEMENT and PROPOSAL ITEM PRICING EXHIBIT B Certification - I certify that I have read, understand and agree to the terms and conditions of this Request for Proposal. I have examined the Scope of Services (Exhibit A) and am familiar with the scope of work locations. I am familiar with all the existing conditions and limitation that may impact work requests. I understand and agree that I am responsible for reporting any errors, omissions or discrepancies to the City for clarification prior to the submission of my proposal. Proposal Item Price - Pricing shall be based on a curb mile cost as described in Exhibit A. Fee must be inclusive of all costs, including but not limited to, direct and indirect costs for labor, overhead, incidental supplies, travel, mileage, and fuel. Any special materials will be purchased by the Contractor only after discussed and authorized by the City Projects Manager or designee in writing. The City has the option to purchase and provide materials. Special material will be purchased by the City and/or the City will reimburse the Contractor after authorization by City. SCENARIO ONE A. $ _per Curb Mile x 33,660 Curb Miles (RESIDENTIAL ONLY) _ $ TOTAL for SCENARIO ONE - A Spelled Out: B. $ per Curb Mile x 38,305 Curb Miles (ALL OTHER ROUTES IN YEAR FOUR= $ TOTAL for SCENARIO ONE - B Spelled Out: TOTAL for SCENARIO ONE (A + B): Spelled Out: *Price for SPECIAL SWEEPING (SWEEPS): $ per CURB MILE. *(Over and Above Required 400 Annual Curb Miles of Free Sweeping or Scheduled Sweeping ) SCENARIO TWO $ _per Curb Mile x 71,965 Curb Miles = $ TOTAL for SCENARIO TWO Spelled Out: *Price for SPECIAL SWEEPING (SWEEPS): $ per CURB MILE. *(Over and Above Required 400 Annual Curb Miles of Free Sweeping or Scheduled Sweeping ) SCENARIO THREE $ per Curb Mile x 53,386 Curb Miles = $ TOTAL for SCENARIO THREE Spelled Out: *Price for SPECIAL SWEEPING (SWEEPS): $ per CURB MILE. *(Over and Above Required 400 Annual Curb Miles of No Cost Sweeping or Scheduled Swee ping) SCENARIO FOUR $ per Curb Mile x 28,352 Curb Miles = $ TOTAL for SCENARIO FOUR Spelled Out: *Price for SPECIAL SWEEPING (SWEEPS): $ per CURB MILE. *(Over and Above Required 400 Annual Curb Miles of No Cost Sweeping or Scheduled Sweep ing) LEGAL NAME OF COMPANY PHONE AND FAX NUMBER BUSINESS ADDRESS PRINTED NAME OF AUTHORIZED AGENT SIGNATURE OF AUTHORIZED AGENT TITLE DATE E-MAIL ADDRESS FEDERAL IDENTIFICATION NUMBER (IFAPPICABLE) CONTRACTOR LICENSE NUMBER (IFAPPICABLE) THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NON-RESPONSIVE 25H-54 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 Policy # Issued to this endorsement form as a part of Named Insured Countersigned by Authorized Representative EXHIBIT C 25H-55 CITY OF SANTA ANA PUBLIC WORKS AGENCY REQUEST FOR PROPOSALS FOR STREET SWEEPING RELEVANT WORK HISTORY THIS SHEET MUST BE COMPLETED IN FULL AND RETURNED WITH OFFEROR'S PROPOSAL List and describe fully the contracts performed by your firm which demonstrate your ability to provide the supplies, equipment or services included in the scope of the proposal specifications. Attach additional pages if re uired. The City reserves the right to contact each of the references listed for additional information regarding your firm's qualifications. Customer Nam Address: Contract Amount: Reference No. I Contact Individual: Phone Number: Facsimile Number: Year: Description of supplies, equipment, or services provided: Customer Name: Address: Contract Amount: Reference No. 2 Contact Individual: Phone Number: Facsimile Number: Year: Description of supplies, equipment, or services provided: Customer Name: Address: Contract Amount: Reference No. 3 Contact Individual: Phone Number: Facsimile Number: Year: Description of supplies, equipment, or services provided: EXHIBIT D TO BE INCLUDED IN PROPOSAL PACKAGE 25H-56 CITY OF SANTA ANA PUBLIC WORKS AGENCY REQUEST FOR PROPOSALS FOR STREET SWEEPING PROPOSAL & CONTRACT AGREEMENT PROPOSER'S STATEMENT Proposer understands and agrees that this written RFP (or any part thereof specifically designated and accepted by the City of Santa Ana, hereinafter AGENCY) shall constitute the entire agreement between PROPOSER and the AGENCY only after it has been accepted by the City Council, endorsed by the Clerk of the Council with her signature and official seal noting here on the action of approval of the Council, signed by the Administrative Services Manager or his duly authorized agent, and signed by the City Attorney, denoting his approval of the form of this document, and its execution, and when it or an exact copy of it has been either delivered to PROPOSER or deposited with the United States Postal Service properly addressed to the PROPOSER with the correct postage affixed thereto. PROPOSER further agrees that upon delivery (as defined above) of the accepted agreement he/she will furnish AGENCY all required bonds and certificate of liability insurance within ten (10) days (excluding Saturdays, Sundays and AGENCY's legal holidays), or the funds, check, draft, or PROPOSER'S bond substituted in lieu thereof accompanying this proposal shall become the property of the AGENCY and shall be considered as payment of damages due to the delay and other causes suffered by AGENCY because of the failure to furnish the necessary bonds and because it is distinctly agreed that the proof of damages actually suffered by AGENCY because of the failure to furnish the necessary bonds and because it is distinctly agreed that the proof of damages actually suffered is difficult to ascertain; otherwise said funds, check drafts, or PROPOSER'S bond substituted in lieu thereof shall be returned to the undersigned. PROPOSER understands that a proposal is required for the entire work, that the estimated quantities set forth in the RFP schedule are solely for the purpose of comparing proposals, and that final compensation under the contract will be based upon the actual quantities of work satisfactorily completed. All terms contained in the Specifications, the Certification of Non-Discrimination by Contractors, and the Workers' Compensation Insurance Certificate are to be incorporated by reference into this Agreement and are made specifically as part of this RFP. Firm Signed and Printed Name: Title Date TO BE INCLUDED IN PROPOSAL PACKAGE EXHIBIT E 25H-57 CITY OF SANTA ANA PUBLIC WORKS AGENCY REQUEST FOR PROPOSALS FOR STREET SWEEPING PROPOSAL AND CONTRACT AGREEMENT CERTIFICATION OF NONDISCRIMINATION BY CONTRACTOR The undersigned Contractor or corporate officer, during the performance of this contract, certifies as follows: The Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Contractor shall send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Contractor shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Contractor shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Contractor's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. 7. The Contractor shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the Contractor may request that the United States enter into such litigation to protect the interests of the United States. EXHIBIT F 8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1039, and as amended, 25H-58 No discrimination shall be made in the employment of persons upon public works because of race, religious creed, color national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any Contractor of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter. Firm Signed and Printed Name: Title Date TO BE INCLUDED IN PROPOSAL EXHIBIT F 25H-59 CITY OF SANTA ANA PUBLIC WORKS AGENCY REQUEST FOR PROPOSALS FOR STREET SWEEPING RESPONSIBLE PROPOSER - SUPPLEMENTAL QUESTIONNAIRE 1. How many years has your organization been in business in California as a contractor under your present business name and license number? Years *If performed same business under a different business name with same ownership and operation management and changed name due to, but not limited to, bankruptcy, loss or license, please complete an additional and separate Questionnaire. 2. What is your firm's Average Gross Revenue for the last three years? 3. Is your firm currently the debtor in a bankruptcy case? ? Yes ? No If "yes," indicate the case number, bankruptcy court, and the date on which the petition was filed. Case Number Bankruptcy Court Date Filed 4. Was your firm in bankruptcy any time during the last five years? (This question refers only to a bankruptcy action that was not described in answer to question 2, above.) ? Yes ? No If "yes," indicate the case number, bankruptcy court, and the date on which the petition was filed. Case Number Bankruptcy Court Date Filed 5. Has any California State License Board (CSLB) license held by your firm or its Responsible Managing Employee (RME) or Responsible Managing Officer (RMO) been suspended within the last five years? ? Yes ? No 6. At any time in the last five years, has your firm been assessed and paid liquidated damages after completion of a project, under a construction contract with either a public or private owner? ? Yes ? No 7. Has your firm ever defaulted on a contract? ? Yes ? No If "yes," explain on a separate page. TO BE INCLUDED IN PROPOSAL PACKAGE EXHIBIT G 25H-60 8. In the last five years has your firm, or any firm with which any of your company's owners, officers or partners was associated, been debarred, disqualified, removed or otherwise prevented from bidding on, or completing, any government agency or public works project for any reason? ? Yes ? No If "yes," explain on a separate page. State the name of the organization debarred, the year of the event, the owner of the project, and the basis for the action. 9. In the past five years, has any claim against your firm concerning your firm's work on a project, been filed in court or arbitration? ? Yes ? No If "yes," on a separate page identify the claim(s) by providing the project name, date of the claim, name of the claimant, the name of the entity the claim was filed against, a brief description of the nature of the claim, the court and case number, and a brief description of the status of the claim (pending or, if resolved, a brief description of the resolution.) 10. In the past five years, has your firm made any claim against a project owner concerning work on a project or payment for a contract, and filed that claim in court or arbitration? ? Yes ? No If "yes," on a separate page identify the claim(s) by providing the project name, date of the claim, name of the claimant, the name of the entity the claim was filed against, a brief description of the nature of the claim, the court and case number, and a brief description of the status of the claim (pending or, if resolved, a brief description of the resolution.) 11. At any time during the past five years, has any surety company made any payments on your firm's behalf as a result of a default, to satisfy any claims made against a performance or payment bond issued on your firm's behalf in connection with a project, either public or private? ? Yes ? No 12. In the last five years, has any insurance carrier, for any form of insurance, refused to renew the insurance policy for your firm? ? Yes ? No 13. Has your firm or any of its owners, officers, or partners ever been liable in a civil suit, or found guilty in a criminal action, for making any false claim or material misrepresentation to any public agency or entity? ? Yes ? No 14. Has your firm or any of its owners, officers or partners ever been convicted of a federal or state crime of fraud, theft, or any other act of dishonesty? ? Yes ? No If "yes," identify on a separate page, the person or persons convicted, the court case and number, the crimes and the year convicted. 25H-61 15. If your firm was required to pay a premium of more than one percent for a performance and payment bond on any project(s) on which your firm worked at any time during the last three years, state the percentage that your firm was required to pay. You may provide an explanation for a percentage rate higher than one percent, if you wish to do so. 16. During the last five years, has your firm ever been denied bond credit by a surety company, or has there ever been a period of time when your firm had no surety bond in place during a project when one was required? ? Yes ? No 17. Has Cal-OSHA cited and assessed penalties against the Contractor or its associates for any "serious," "willful" or "repeat" violations of its safety or health regulations in the past five years? (Note: If you have filed an appeal of a citation, and the Occupational Safety and Health Appeals Board has not yet ruled on your appeal, you need not include information about it.) ? Yes ? No If "yes," on a separate page describe the citations, the party against whom the citation was made, date of citation, nature of the violation, project on which the citation was issued, owner of the project, and the amount of penalty paid, if any. State the case number and the date of any OSHAB decision. 18. Has the Federal Occupational Safety and Health Administration cited and assessed penalties against the Contractor or its associates in the past five years? (Note: If an appeal of the citation has been filed and the Appeals Board has not yet ruled, or there is a court appeal pending, you need not include information about the citation.) ? Yes ? No If "yes," on a separate page describe the citation, the party against whom the citation was made, date of citation, nature of the violation, project on which the citation was issued, owner of project, and the amount of penalty paid, if any. State the case number and date of any decision. 19. During the last five years, has there been more than one occasion in which the General Contractor or its associates have been penalized or required to pay back wages for failure to comply with the federal Davis- Bacon prevailing wage requirements? ? Yes ? No If "yes," on a separate page, describe the violator, nature of each violation, name of the project, date of its completion, the public agency for which it was constructed, the number of employees who were initially underpaid and the amount of back wages and penalties that were assessed. 25H-62 EXHIBIT H CITY OF SANTA ANA PUBLIC WORKS AGENCY REQUEST FOR PROPOSALS FOR STREET SWEEPING NON-COLLUSION AFFIDAVIT CITY OF SANTA ANA PROPOSAL AND CONTRACT AGREEMENT NON-COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY OF SANTA ANA DEPARTMENT OF PUBLIC WORKS In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non-collusion Affidavit is part of the Proposal. Signing this Proposal on the signature portion thereof shall also constitute signature of this Non-collusion Affidavit. BIDDERS are cautioned that making a false certification may subject the certifier to criminal prosecution. Signed State of California County of Subscribed and sworn to (or affirmed) before me on this day of , 20 , by , proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. Notary Public Signature Notary Public Seal TO BE INCLUDED IN PROPOSAL PACKAGE 25H-63 EXHIBIT I CITY OF SANTA ANA PUBLIC WORKS AGENCY REQUEST FOR PROPOSALS FOR STREET SWEEPING STREET SWEEPING ROUTE MAPS FOR REFERENCE - SEE SEPARATE EXHIBIT I.a AND EXHIBIT I.b 25H-64 REQUEST FOR PROPOSALS FOR STREET SWEEPING SERVICES CITY OF SANTA ANA Public Works Agency Maintenance Services Division Released on December 16, 2011 The referenced document has been modified and will be as Amendment No. 1. Please sign this Amendment where designated and return the executed copy with submission of your proposal. This amendment is hereby made part of the referenced proposal as through fully set forth therein. Any questions regarding this amendment should be addressed to Pedro Guillen, email pquillent*santa- anasorn. EXHIBIT A- SCOPE OF SERVICES, PAGE 23 IV. TERMS AND CONDITIONS L. EMPLOYMENT OF DISPLACED SANTA ANA WORKFORCE The Contractor shall extend offers of employment to any displaced City of Santa Ana street sweeper equipment operators for a minimum of one year and at a rate commensurate to their last base salary amount as an equipment operator with the City of Santa Ana_ Thereafter, the Contractor may nav according to the Contractor normal pay structure. Contractor costs should be amortized over the seven year contract period. Therefore, the resulting number of lob offers extended to displaced equipment operators for one year at their last base salary amount may be substantially reduced. The actual nurnher of adjustment will be made thru negotiation to account for the changes. Such effort and procedure will be provided to the City for review. _411 other provisions of the invitation of this proposal stall reneant in their eretirett'. T endors hereby acknowledge receipt ated understanding of the abo»e _ mendneent Company Name Printed Name of Signer Signature Date Title Address City of Santa Ana Public Works Ages Request for Proposals for Street Sweeping Page 23 25H-65 REQUEST FOR PROPOSALS FOR STREET SWEEPING SERVICES CITY OF SANTA ANA Public Works Agency Maintenance Services Division Released on December 16, 2011 The referenced document has been modified and will be as Amendment No. 1. Please sign this Amendment where designated and return the executed copy with submission of your proposal. This amendment is hereby made part of the referenced proposal as through fully set forth therein. Any questions regarding this amendment should be addressed to Pedro Guillen, email pquillent*santa- anaora. EXHIBIT A - SCOPE OF SERVICES, PAGE 23 IV. TERMS AND CONDITIONS L. EMPLOYMENT OF DISPLACED SANTA ANA WORKFORCE The Contractor shall extend offers of employment to any displaced City of Santa Ana street sweeper equipment operators for a minimum of one year and at a rate commensurate to their last base salary amount as an equipment operator with the City of Santa Ana. Thereafter, the Contractor may pav according to the Contractor normal pay structure. Contractor costs should be amortized over the seven year contract period. Therefore, the resulting number of lob offers extended to displaced equipment operators for one near at their last base salary amount may be substantially reduced. The actual number of be provided to the City for review. to account for the changes. Such effort and _411 other prm-isions of the invitations of /Iris proposal shall remains in their endrerc. T endors hereby acknnmsledge receipt and understanding of the abore.4inendinent. Company Name Printed Name of Signer Address Signature Date Title City of Santa Ana Public Works Agency Request for Proposals for Street Sweeping Services Page 23 25H-66 REQUEST FOR PROPOSALS FOR STREET SWEEPING SERVICES s ' CITY OF SANTA ANA Public Works Agency Maintenance Services Division Released on December 20, 2011 The referenced document has been modified and will serve as Amendment No. 3. Please sign this Amendment where designated and return the executed copy with submission of your proposal. This amendment is hereby made part of the referenced proposal as through fully set forth therein. Any questions regarding this amendment should be addressed to Pedro Guillen, email pwillepQsantarana.org. "RFP - Paste 9 XVlli. CONTRACTOR SELECTION - PROPOSAL AND EVALUATION The criteria for evaluating the proposals submitted will take the following items into consideration: A. Financial Responsibility (Capacity) B. Required Services C. RFP Criteria and Required Submittals - Proposal's compliance with the requirements of this RFP D. Implementation Plan ................................................... _..................... 30% 1. Phasing Approach/Scope of Services 2. Equipment 3. Employee Training Program 4. Ability to Meet Performance on Schedule E. Company Experience and Reputation - Municipal Experience, or similar, long-term aontracis(QuantitylSimiar Operation/Scope of Service, References) ............................ . ................... 40% F. Fee Schedule (CompetivenesslCost Effectiveness) ................ ................. 30% Bonus Points: The City's desire is to have the Contractor explore opportunities including, but not limited to, leasing City Corporate Yard space for office/sweeper fleet, fuel purchase at City Corporate Yard fueling station, purchase of City owned street sweeper fleet, other Contractor proposals. The provided City sweeper fleet auction estimates, *Purchase and lease pricing shall be negotiated separately, individually and apart from the street sweeping contract. Pricing proposals for fleet, fuel and lease rates should not be included into curb mile pricing rates. Please refer to the Email delivered on Friday, December 16, 2011 at 3:26 PM (attached page) for fleet, fuel and lease rate information. AN other provisions of the invitation of this proposal shall remain in their endrery. VetWors hereby acknowledge receipt aixi understanding of the above Amendment. Company Name Printed Name of Signer Signature Date Title Address City of Santa Ana Public Works Agency Request for Proposals for Street Sweeping Services Page 9 25H-67 REQUEST FOR PROPOSALS FOR STREET SWEEPING SERVICES CITY OF SANTA ANA Public Works Agency Maintenance Services Division Released on December 20, 2011 The referenced document has been modified and will serve as Amendment No. 4. Please sign this Amendment where designated and return the executed copy with submission of your proposal. This amendment is hereby [Wade part of the referenced proposal as through fully set forth therein. Any questions regarding this amendment should be addressed to Pedro Guiflen, email pwiller@santa-ana.oro. RFP - Paae 13 and 16. Sections II.C.1.b and C.1.d 11. CONTRACTOR REQUIREMENTS AND RESPONSIBILITIES C. STREET SWEEPING EQUIPMENT 1. The street sweeper or any relief sweeper used to perform this contract work shall: b. Be a standard full size motorized sweeper equal to or larger than an Elgin Broom Sweeper, Schwarze model A8000 or similar model with equal pick up abilities with dual gutter brooms. Vacuum sweepers may be considered. d. Be able to deposit hopper debris in 3-yard bins or larger (washout, cleaning, dumping of hopper on streets will not be allowed) and ability to have a variable hopper dump height which allows dumping into various size and type containers. RFP - Page and 16, Sections II.Q Q. DEBRIS DISPOSAL sNal, R@4 1;@ p@FR;i Disposal of sweeping debris is required at designated debris exchange zones. In compliance with Santa Ana Municipal Code Section 18-155. ohsposah or any nqura, semisolid or solid substance, The Contractor will be responsible for collection of incidental debris around trash contwlerlbin resulting from disposal exchange within two-hours after exchange. Coordination will be made by the City Projects Manager or designee. "Please refer Santa Ana Municipal Code Section 18-155 for further information (attached). AN other provisions of the inviravon of this proposal shall remain in their entirety. Vendors hereby acknowledge receipt and undersranding of the above Arnendmenr. Company Name Printed Name of Signer Signature Date Title Address City of Santa Ana Public Works Agency Request for Proposals for Street Sweeping Services Page 13 and 16 25H-68 s=. City of Santa Ana (D Response to Request for Proposals for Street Sweeping Services Athens Services P. O. Box 60009 City of Industry, CA 91716 (626) 336-3636 Gary M. Clifford Chief Operating Officer December 21, 2011 25H-69 Section One ............ Ca Section Two Fir Section Three Fir Section Four Sa Section Five Ex Front pocket of binder marked "Original" Pr( Front pocket of binder marked "Original" ............ Si€ ver Letter m and Personnel Experience uncial Responsibility )pe of Services Response Phasing Approach Implementation Plan • Equipment Employee Training Program Ability to meet Performance on Schedule Bonus Points hibits 1posal Deposit - Bid Bond Ded Addendums 25H-70 Amens Services, 74 ?1 Waste Collection • Recycling • Transfer • Disposal • Sheet Sweeping December 21, 2011 City of Santa Ana Office of the Executive Director Public Works Agency Attn: Pedro Guillen 20 Civic Center Plaza, Ross Annex, 4`h Floor Santa Ana, CA 92701 Dear Mr. Guillen: Arakelian Enterprises, Inc., dba Athens Services, is pleased to submit this proposal to provide city wide street sweeping services in the City of Santa Ana. We recognize that the City of Santa Ana expects a high level of quality service and we are the premier service provider that is ready, willing and able to perform the services described in our proposal. We are forward thinking and we embrace high standards and creativity. Athens has carefully examined the specifications and instructions and all other information furnished and inspected the sites of the proposed work. Athens Services is a fourth generation, family owned, and locally operated solid waste collection, processing, and street sweeping company operating in the greater Southern California region for over fifty years. Some of the key features and benefits of choosing Athens Services are: ? Full Partnership - We will acquire the City's equipment, lease the City's yard and facilities, fuel our equipment at the City's facility, and offer the City's employees positions with our company! ? Experience - We have been providing Street Sweeping services since 1987. Our first client was the City of Temple City and we still service them today! Athens Services has a proven track record implementing the transition from municipal services to contracted services. ? Lowest Cost - Our computerized routing software and other modern technologies allow us to produce the most efficient results at the lowest possible costs. ? Maximum Public Safety - We have fleet maintenance and safety programs that are often used as industry examples of how a fleet should be run. Our employees are trained by retired law enforcement officials on the elements of neighborhood watch and safety while driving and have the ability to report any suspicious activity they see while on route. ? Customer Service - Our phones are answered LIVE from 7:00 a.m. to 5:00 p.m. on weekdays and 7:00 a.m. to Noon on Saturdays with 175-language capabilities to assure that customer's concerns are addressed immediately, reducing the calls to City Hall! ? Most Advanced Technology - Our GPS tracking systems along with our AS400 computer system and other advanced technologies put us on the cutting edge of efficiency to deliver to you the best possible service! 25H-71 ? Recycling Experts - As an integral part of our company, we operate recycling facilities (MRF's) and the only Southern California compost facility so we fully understand the City's concern for the impact of street sweeping debris and will work hard to maximize diversion! ? Public Awareness Experts - We produce and publish materials to publicize the importance of Street Sweeping and post City sweeping schedules on our website for easy consumer access! ? Fast Response - We utilize Nextel Direct to produce quick communication with the field and you will also have the cell phone numbers of Key Management Personnel! Athens Services understands the sensitivity of municipal transitions. We pride ourselves on municipal employee opportunities and senior management is directly involved in this transition. We continue to be the fastest growing sweeping company in Southern California and we will quickly show you how our tremendous capabilities coupled with our genuine interest in your community will create the synergy necessary to achieve a big "win-win." On behalf of the dedicated Athens employees, we thank you for your consideration. Respectfully Submitted, Gary M Clifford Chief Operating Officer 25H-72 Athens Services has been providing street sweeping services for over 24 years. Our experience in street sweeping began in 1987 in the City of Temple City, a contract that we still service today. Since that time, we have added more cities because we clearly understand how to deliver high quality street sweeping services. Currently, 23 municipalities in Southern California have made the decision to have their street sweeping services managed by Athens Services and they are glad they did. Most of these contracts are long-term agreements demonstrating that the jurisdictions want us to continue to provide high quality, cost effective service! Athens provides sweeping services with a large fleet of CNG and Propane powered vehicles located at several of our operational properties, including Sun Valley, Montebello, City of Industry, Irwindale, Riverside, and of course, in Orange County. As an overview, we currently have service agreements for street sweeping with the municipalities listed on the page that follows. Following the overview are a few letters of reference for your convenience. All of these are ONGOING service contracts and we have NEVER had a contract terminated. Detailed information regarding the contact persons is located in Section Five, Exhibit D. 25H-73 ® $ Ash '0 1 'I AG RAILLS ? ' IRWINDALE' Ago.ira Hills Azusa Covina Glendora Hermosa Beach Irwindale c•t t o, 6f. t; Manhattan 3each Mission Viejo Monrovia Monterey Park Newport Beach Placentia QD / rA a Fcmor< Rosemead Rowland Heights San Marino San Fernando San Gabriel ? j V f •???? m Ct11Rp? ? ' Sierra Madre South El Monte South Pasadena Temple City Villa Park 25H-74 CITY OF NEWPORT BEACH GENERAL SERVICES DEPARTMENT Mark Harrison. Director September 1, 2010 To Whom It Mav Concern On April 27, 2010, the Newport Beach City Council approved a 10-year agreement with Arakelian Enterprises (dba Athens Services) to provide city- wide street sweeping services. Prior to this agreement, City staff and equipment provided street sweeping for our community. The contracting out of this service to Athens has resulted in a significant reduction in personnel and equipment costs. To provide for a smooth transition from City to contractor provided service, we decided on a phased approach rather than a city-wide start date. The City's sweeper routes were divided into five sections, with Athens to start a new section every three to four months depending on their performance in each area. The contract also allows Athens to park and fuel their CNG clean air powered sweepers at the City Corporation Yard. To date, we are ahead of schedule in phasing in the different sections of the City due to a smooth transition and the good work by the Athens sweeping crew. The change to a private contractor has gone relatively unnoticed by our residents. The routes have been completed in a professional, timely manner with new equipment that is kept clean and well maintained. We anticipate a continued positive working relationship as we move forward on transitioning the remaining sections of the City to Athens sweepers. Please feel free to call me at (949) 644-3055 if you have any questions. Sincerely,/' r Mark Harmon, Director General Services Department 3300 Newport Boulevard [lost Oflicc Box 1768 • Newport Brach, California 9265£; 891:5 Telephone: (949) 644 3055 • Fax (949) 650-0747 wn.rity.nc?ti??ort beach.ca.us 25H-75 Mayor JOSEPH V. AGUIRRE City AdmMistrator TROY L. BUTZLAFF, ICMA-cm Ief Awt GMp en Aronw - PAmentS, COMM& #2M To Whom It May Concern: Counciimembera: SCOTT W. NELSON CONSTANCE UNDERHILL GREG SOWARDS JEREMY B. YAMAGUCHI This letter is to provide reference information for Athens Services. The City of Placentia switched from an in-house street sweeping operation to contract street sweeping services provided by Athens Services in September of 2009. We have found Athens Services to consistently perform their duties with the utmost of professionalism. Every step of the transition has been smooth and effective. From route planning to customer service we are overwhelmingly pleased with the performance of Athens staff and equipment. It is without reservation that I am able to say, "Athens Services has clearly exceeded our expectations in their performance of street sweeping services for the City of Placentia." Sincerely, Steve Drinovsky Director of Public Works City of Placentia City of Placentia, Department of Public Works and F.ngincering (714) 993-8131 Cj Rxyded Paper 25H-76 r" Poor& alb tM C/ty Q"`qty __ of Villa Park 17855 Santiago Boulevard, Villa York, California 92861-418 7 t?14) 998-1500 - Fax. (,14) 998-1508 To Whom It May Concern: n,r%r. villapark. org A few months ago, the City of Villa Park switched over to Athens Services for the City's new street sweeping contract. Immediately within those past few months, the City has been pleased with the high level of service and personal attention that Athens Services has provided. Even the City's residents have called in or stopped by City Hall to express their appreciation of the wonderful job Athens Service has been doing. In the years I have worked at the City of Villa Park, such appreciation from the residents is rare especially for services that most residents would take for granted. This positive resident feedback is a first-hand testimony to Athens' commitment to go above and beyond the minimum requirements. Furthermore, it is worthy to note that Athens Services consistently follows up with the City to make sure that the City and its residents are satisfied with the street sweeping services. The staff at Athens Services has shown their willingness to accept feedback and to react accordingly. From the City's perspective, we have been more than satisfied by the level of street sweeping services that Athens Services has provided. I have no reservations in recommending Athens to other local governments for their street sweeping needs. Sincerely, CITY OF V4LA PARK., J" Hildenbrand Assistant City Manager / City Clerk W. BILL MAC: ALONL-Y, Mayor - W. RICHARD ULMER. Mayor Pro Tem DEBORAH PAUL Y. Councilmember - BRAD RF.ESF. Councilmember - JIM RHEINS. Councilmember 25H-77 CITY OF GLENDORA urY IIALL (626) 914-8201 OVVICE OF THE CITY MANAGER To Whom It May Concern- 116 Last F(x)thill 131vd., Glendora, Calitornia 91.41 FAX (626) 914-8221 city manager@?ci.glendora ca. us The City of Glendora has contracted with Athens Services since December 1, 2006 f'or street sweeping services. They have operated this service with the same high level of professional and customer service standards that they arc known for with their solid waste services. Our streets are cleaned on a regular schedule and we receive substantially less complaints now than when we did the service with our own crews. Additionally, the savings from contracting with Athens has been remarkable for our financial bottom line. Their management team is very responsive and they are willing to work with us on any issues or suggestions that we may have. 1 would recommend any city considering contracting out street sweeping or seeking bids to give the strongest consideration to Athens Services' proposal. I am sure you will not be disappointed in a decision to bring Athens Services on board. If you should have any questions, please feel free to call me at (626) 914-8201. Sincerely. (Y ;0? Chris Jeffers City Manager PRIDE OF THE FOOTHILLS 25H-78 "lr4ti City of Manhattan Beach Public Works Department Phone: (310) 802-5300 sA FAX: (310) 802-5301 TDD: (310) 546-3501 November 8, 2011 To Whom It Mav Concern, Athens Services has been providing street sweeping services to the City of Manhattan Beach since September 1, 2011. Although they have only been servicing the Cite for a short time. I have been impressed with the smooth roll out and attention to customer service. Typically, the first few weeks of new contract implementation can be a chaotic and confusing affair. I was pleasantly surprised by the amount of work put in ahead of time by Athens Services to ensure a smooth service transition. Our current contract has stipulations requiring that all debris be weighed at the time of diversion, including monthly reports and weight tickets. Additionally, there are stringent inspection and reporting requirements for any issues encountered on the streets or parking lots included within the scope of the current contract. Athens Services regularly reports low hanging branches from noncompliant trees. broken curbs, missing or damaged bumper stops. and graffiti within our parking facilities. These reports assist us in reducing our liability exposure and help ensure we deliver quality services to our residents Arty customer issues that have arisen, real or perceived, have been dealt with the same day, usualh, within the hour. The field supervisors assigned to our municipality will follow up face to face with our residents possible. with follow up phone calls to assure the issue has been resolved to the residents' expectations. Though their tenure with the City of Manhattan Beach has been limited, 1 have been very satisfied with the level of service and attention to detail they have provided to date. Please contact me directly if you wish to discuss any matters involving street sweeping in Manhattan Beach. Rs c rice Mam nance Superintendent City Yard Address: 3621 Bell Avenue. Manhattan Beach. CA 90266 Visit the Cite of Manhattan Beach web site at Nv-ww.cit},mb.info 25H-79 MAYOR: GARY TAYLOR MAYOR PRO TEM STEVEN tY COUNCIL MEMBERS: SANDRA ARMENTA MARGARET CLARK POLLY LOW March 23, 2011 To Whom It May Concern, i cy Rosemead 8838 E. VALLEY BOULEVARD • P.O. BOX 399 ROSEMEAD, CALIFORNIA 91770 TELEPHONE (626) 569-2100 FAX (626) 307-9218 Last year, the City of Rosemead approved a 5-year agreement with Athens Services to provide citywide street sweeping services. Since starting these services, the City has been very satisfied with the quality of these services as well as the professionalism demonstrated by Athens' team and approach to working in the community. As part of the agreement, Athens sweeps residential areas on a weekly basis and commercial areas twice weekly. Athens also utilizes clean fuel equipment in street sweeping services, helping to meet air quality requirements and also demonstrate the City's commitment to environmental responsibility. During its tenure in Rosemead, Athens has also been a strong community partner, participating in the City's annual Public Works Week events, City special events, and local community affairs. It should be noted that Athens also provides extremely competitive rates for street sweeping services. These rates have resulted in significant savings in operations and maintenance costs for the City. The City looks forward to a long-lasting, productive working relationship with Athens Services. I would strongly recommend them for street sweeping services. Please feel free to contact me at (626) 569-2118, if I can be of further assistance. Sincerely, CHRIS MARCARELLO Director of Public Works City of Rosemead 25H-80 ?R. Athens Services 151745 Salt Lake Ave PO BOX 60009 City of Industry CA 9 716 To Whom it May Concern It gives me great pleasure to recommend Athens Services to any company or public agency The City of San Gabrtel has worked with Athens Services for many years for trash services and now for the past year we have worked with their Street Sweeping Division In that time they have exceeded our expectations and proven that our move to venture with a new contractor for Our street sweeping needs was well worth the change On many occasions we have contacted our Athens Representative Cesar Ortiz to assist us in cleaning city streets and;or areas that were not due for normal routine service that day on each occasion Athens Services was able to accommodate our request within a more than reasonable bmeframe Furthermore the customer service attention we receive from our representative and up the Chain of command to a corporate level is outstanding Athens Services as a whole maintains a high degree of involvement and has effectively incorporated themselves as part of the City team i recommend Athens Services with enthusiasm and when given the opportunity would recommend them to any person or entity Should you require any further information please do not hesitate to contact our Public Works Office Sincerely Bon Bustos Interim Pubbc Works Drrectoi 25H-81 RE: Letter of Recommendation To Whom It May Concern: It is with pleasure I write this letter of recommendation for Athens Services. Athens Services has provided outstanding street sweeping services for the past 6 years. Furthermore, Athens was instrumental in a seamless transition from bi-weekly to weekly street sweeping. In order to execute this change, there were various proposals considered that required significant logistical analysis, so the changes in place would have minimal impact on our residents' parking convenience. We signed residential streets and created a partnership between our Police Department and Athens' to ensure consistency in this politically sensitive transition Athens is responsive and provides timely resolutions to resident complaints and special request from the City. If you have any questions, feel free to contact me at 626-812-5248. Thank you. 1 Tito Haes Public Works Director/Assistant City Manager 25H-82 Athens Services 24 hour Management Team Contact Information Name Title ---------- ---- _________ Phone Q) Ro1e__. (2)_Experience------------------------------------ ----------- Gary M. Chief (626) 934- (1) Provide executive sponsorship, provide capital, Clifford Operating 4619 ensure all goals are met. Officer He is the Management Contact for RFP follow- up questions and scheduling of interviews. (2) Three years of experience. - ----------------------- Greg --------------------------- Chief ------------------------------ (626) 855- ---------------------- ------------------------------------------------------------------------- (1) Provides financial documents, oversees costing Huntington Financial 1245 and pricing. Officer (2) Five years of experience. -------------------------- William --- ------ General ------------------------------ (626) 934- ---------------------------------------------------------------------------------------------------------- (1) General Manager and is responsible for the Wilson Manager 4696 service to the City. He is the Proiect Manager and is the day-to-day manager responsible for execution of excellent service. (2) Ten years of experience -------------------------- Baltazar - -------- Operations ------------------------------ (626) 934- ------------------------------------------------------------------------------------------------------------ (1) Responsible for the day-to-day operations. He Oronoz Manager 4629 will make sure that our service exceeds the City's expectations. His time commitment will be significant and his responsibilities include management of the drivers, City Staff contacts & meetings, analysis of data from the vehicles, and follow up street surveys to make sure our work is the highest quality. (2) Seven years of experience. -------------------------- Tommy ------------------ Director of ------------------------------ (626) ------------------------------------------------------------------------------------------------------------ (1) Works with City Staff to produce and distribute Ouzoonian Gov't Affairs 934-4664 public education and awareness programs and assure contract compliance. Works with residents, businesses, and the Chamber of Commerce. (2)Eighteen years of experience. -------------------------- Evelyn - ------------ Customer ------------------------------ (626) 934- ------------------------------------------------------------------------------------------------------------ (1) Manages the Customer Service Department to Cornejo Service 4606 assure that every call is handled to the customer's Manager satisfaction. (2) Ten years of experience. 25H-83 GARY M. CLIFFORD CHIEF OPERATING OFFICER CURRENT RESPONSIBILITIES Responsible for all of the municipal franchise operating divisions including collection, transfer, recycling, street sweeping, and disposal services, including our operations in the Inland Empire from our Riverside facility. Directs the day to day operations, customer service, sales, and equipment maintenance areas. As the Chief Operating Officer, he oversees the company business strategies and development of new business opportunities along with compliance of all existing contracts and ventures and responsible for numerous hauling and street sweeping operations. EXPERIENCE Extensive senior management experience and leadership including researching, evaluating, capital project management, negotiating, and resolving complex managerial projects. His background includes many years spent with Warner Media Services, a division of AOL/Time Warner, and also as an Instructor at Azusa Pacific University, School of Business and Management. Additionally, he has over 16 years of experience working with state and local government, including development of public policy and procedure. He has worked with a broad array of public officials at state, local, and federal levels and has developed key relationships. EDUCATION Master of Arts Degree (MAOM) in Organizational Management, Azusa Pacific University Bachelor of Science Degree (BS) in Applied Management, Azusa Pacific University. WILLIAM WILSON GENERAL MANAGER CURRENT RESPONSIBILITIES As the General Manager, he has day to day operational responsibility for the division comprised of a fleet of over 150 vehicles and 250 employees. Duties include oversight of all services, safety, customer service, and facility management. He manages our Street Sweeping fleets in the Inland Empire, the San Gabriel Valley and Orange County. EXPERIENCE A seasoned transportation industry leader with over 20 years experience who possesses excellent leadership, organizational, and project management skills. He has over 15 years of experience executing successful municipal contract transitions and has worked with both City governments and the Federal government. EDUCATION MBA- Pepperdine University BA-Political Science - University Of California Riverside 25H-84 TOMMY OUZOONIAN DIRECTOR OF GOVERNMENTAL AFFAIRS CURRENT RESPONSIBILITIES Responsible for developing new and enhancing existing relationships with local municipalities in regard to Street Sweeping. In recent years his experience includes developing the company's successful responses to RFP's for the Cities of Newport Beach, Agoura Hills, Mission Viejo, Placentia, San Marino, Azusa, Covina, San Gabriel, Monterey Park, Pomona, and others. Additionally, he works closely with chambers of commerce, colleges and school districts, and various business and community leaders. EXPERIENCE Over 18 years with Athens Services. Experience includes management of the Sales Department and Planning Department and has worked on many vital special projects and developed the Athens Services website. INDUSTRY ACTIVITIES y Frequent presenter at universities and community organizations throughout Southern California EDUCATION California State University at Fullerton BALTAZAR ORONOZ OPERATIONS MANAGER CURRENT RESPONSIBILITIES As the Operations Manager, he oversees the day-to-day sweeping operations. He keeps and maintains quality service, good customer relations, up to date employees' files, accident investigation and reporting, conducts safety meetings and trains drivers on safe driving techniques. Maintains regular contact with City Staff to assure contract compliance and acts as the city liaison to make sure all City goals are met. EXPERIENCE A true industry professional, he joined Athens in 2004 and brings extensive operational management experience to the team. He is an excellent team motivator and is fluent bilingual English/Spanish, drug and alcohol abuse certified, and accident investigation trained and certified. Baltazar has managed several street sweeping transitions for Athens, including Newport Beach, Hermosa Beach, Pomona, Placentia, Villa Park, and others. EDUCATION California State University at LA - Masters in Business Administration EVELYN CORNEJO CUSTOMER SERVICE MANAGER CURRENT RESPONSIBILITIES Evelyn manages the daily activity of all customer service personnel. She prepares customer/resident inquiry reports and makes sure that all supervisors and managers are informed and able to respond to our customers' special needs. Evelyn is responsible for hiring, training, and development of all Customer Service Representatives and Receptionists. EXPERIENCE Evelyn has over 10 years experience in the industry and has worked on many vital projects to improve the quality of our service. Specifically, she has continued to maintain our 50 year tradition of answering the phone personally without the use of an automated system that frustrates so many. 25H-85 Please see the binder marked "Original" which has a CONFIDENTIAL letter in the pocket. Additionally, our Chief Financial Officer will be pleased to meet with City Staff if we are selected to answer any questions the City might have. 25H-86 Phasing Approach Athens Services has a very good understanding of the scope of the work because we have carefully reviewed all the City's RFP materials thoroughly; have conducted a physical review of all the streets; have entered all of this information into our routing data base; and can ensure the City that we will comply with the sweeping schedule as described in the RFP. At a minimum, Athens Services will furnish all labor, equipment, materials, and supervision to perform maintenance as described in the City's RFP, including, but not limited to, using a modern mechanical or vacuum street sweeper, thoroughly sweep each improved street, alley, public parking lot in the City on a frequency as specified in the scope of work and dispose of collected debris in a legal manner. Athens fully accepts that the sweeping operations in the City of Santa Ana shall be implemented utilizing a phased approach in which contract staff will assume incremental responsibility of sweeping areas of the City. We understand that each phase will be implemented in three-month sequences or as determined appropriate by the City based on our performance. We have no doubts that we can complete the full sweeping program implementation within nine-months from the award of the contract. We also understand and accept that City staff has the right to modify, reduce or delete the amount of sweeping, schedules, routes, frequency, phases, standards and days of sweeping with prior notice. The transition "hand-off" from one street sweeper to another street sweeper is a concern for most cities. We understand this concern and we also know how to get it done effectively. The transition process requires excellent planning, great communication, and a contractor like Athens that has the resources, commitment, and knowledge to make a seamless transition. No other company has more experience in implementing different types of transition situations than does Athens Services. Listed below are just a few examples of each of the many types of transitions with which we have experience. From municipal street sweeper to Athens Services • Azusa* • Glendora • Irwindale 25H-87 • Newport Beach* • Placentia • Pornona * Phased approach From private street sweeper to Athens Services • Agoura Hills • Covina • Hermosa Beach • Los Angeles County - Rowland Heights • Manhattan Beach • Mission Viejo • Monrovia • Monterey Park • Rosemead • San Fernando • San Gabriel • San Marino • Sierra Madre • South El Monte • Villa Park Implementation Plan Athens Services has successfully implemented dozens of transitions, including five in just the past 12 months. The key to a successful transition is a full understanding of the scope of work. To that end, Athens audit department has already driven the streets of Santa Ana confirming the miles, maps, timing, and service areas. Upon Agreement execution, Athens will begin the procurement process of necessary equipment and develop the executables it takes to transition the City. Athens will shadow current routes to ensure completion times and familiarization of routes in the days and weeks before we start. Through our experience we have developed timetables that are attainable through a project management schedule ensuring that no items are missed. Athens will work closely with City staff to ensure that all items and executables are achieved by effectively communicating throughout the course of the transition. Athens will start service in the City of Santa Ana and will begin the transition phase on Santa Ana City Council award of the sweeping contract. Items in the schedule appear in anticipated chronological sequence and are assigned a completion time. This assigned completion timeframe may be compressed, if necessary, due to unforeseen events. Schedule of Key Operations Tasks 1. Execute Agreement with City - This is the item that sets everything in motion! We are looking forward to adding the City of Santa Ana to our family of cities. 2. Procure vehicles - Athens makes arrangements to assign and/or order CNG Sweeping vehicles. 25H-88 3. Conduct route audits - Athens assembles its team of auditors and begins auditing every street, median, walkway and parking lot in Santa Ana 4. Meet with City Staff - Athens will schedule a meeting with City staff prior to contract launch to ensure that any anticipated issues, high visibility locations 5. Finalize routes and route maps - Database information gleaned from route auditing is matched. Each route is developed to ensure time scheduling. 6. Employment offers - Athens will make offers of employment following a job fair to all those meeting Company employment prerequisites. 7. Driver training sessions - Athens will conduct driver training in the weeks preceding start of service. Individuals attending training sessions will be compensated for their time. 8. Route Shadowing- Athens will shadow current routes to ensure completion times and familiarization of route. 9. Route dry run- Athens will drive each developed route to ensure route complies with hours of service and safety regulations. 10. Start services - Based on an award by City Council and timeline given, Athens Services will begin servicing the City of Santa Ana. The start service timeframe depicts a realistic timeframe based on a non-contingency situation. Once the roll-out has begun, Athens maintains a quality assurance program to make sure every goal is accomplished. Every route operated by Athens is supervised by an experienced route supervisor that works in the field to ensure all services are completed, and any follow up issues are resolved in a timely manner. The route supervisor is in direct contact with the maintenance group in case of a mechanical breakdown. The route supervisor is in direct contact with our customer service group, so all service inquiries receive personal attention. Other duties assigned: • We utilize a daily route map to ensure all streets, medians, alleys, and cul-de-sacs are swept. (See example to the right.) The supervisor will inspect these areas on a daily basis, and correct any defects. • On a weekly basis the supervisor will trail the route to ensure proper and safe operation of the equipment, and will document his observations. WEDNESDAY wir r 5 aecr*tss a muw u I r', 41 4F r 1 . i. W"?"`"" unary ! ?? rr! R ?R?rNarttll }.. _ r: D) 9?? ? ? i° t F. -_.? t j ?a?t.r_ E MNEU Shat!-1 ST ?r?[aluM ai µ S L i t _ ?.. ea9w 1 a' l 't.t tt E tMl?tt t,,. . ? t ? ? w , tI s u ta.? oil ... ?...+?.. ..,.- '.. r _ ?, -fir.-?_ _ ..._.._... __ r. .., • Powerful software configuration options that allow immediate customization such as setting up authorized and unauthorized zones and times and vehicle speeds to trigger exception alerts and reports. (As an example, exception alerts and reports tell us when the driver exceeds 8 MPH or is stopped longer than 30 minutes.) • State of the art. integrated mapping with satellite images and overlays of routes and destinations providing unprecedented detail for avoiding errors. • Detailed reporting to help monitor driver performance, vehicle use, and productivity. • Teletrac Fleet Director confirms that 100% of each route is completed each day. 25H-89 Another important aspect of our quality control plan is outstanding Customer Service. Some key points are: Our toll-free number is (888) 336-6100. Y LIVE Telephone coverage begins at 7:00 a.m., six days a week. 10, 24 hour Message system r Same day resolution of all inquiries. y Multilingual staffing during all business hours. We can translate over 175 languages! Area Supervisor is always available to be dispatched for special requests and customer concerns. y Professional and courteous customer service staff. Proper staffing levels to handle customer concerns promptly. Customer Service and Billing Department telephone numbers are published on every invoice and are also located on all of our trucks and equipment. We are listed in the printed phone book and the Internet Yellow Pages and our home on the Internet is located at www.AthensServices.com. Athens owns and operates an IBM AS400 main frame computer system to process customer inquiries. All Customer Service Representatives are "on-line"" and have immediate access to each customer's service information. Athens responds to complaints system. All inquiries are logged following information: through an inquiry processing into a central computer with the - Date/Time - Inquiry Type (i.e., service request, extra service, etc - Supervisor Area - Route Number/Truck Number Inquiries requiring immediate action are radioed via Nextel Direct to the Area Supervisor and truck driver. All calls are responded to by the supervisor who determines the root cause of the issue. A follow-up call is made to the customer to determine that he/she is pleased with our response. All inquiries will be responded to within 24 hours. The disposition of each inquiry is then logged into the computer. Daily inquiry status reports are reviewed by several members of the management team. Inquiry and disposition data is maintained for many years. Our website, ww".AthensServices.com, also provides for communication during and after business hours for the convenience of our customers. There is detailed information about our services, ]a brochures and other informative publications which can be downloaded, :_._. and links to other sites to assist our customers 24 hours per day. w„ Customers can send us e-mail requests for information regarding any of our services. E-mails sent during the day typically receive responses within an hour and those received after business hours receive responses very early the next day. There is also a 24-hour on-line survey that our customers can fill out which provides us with valued information that we use to continually improve our services. As required by the RFP, Athens will participate in extensive public awareness efforts and community events and programs, such as neighborhood clean-up events and anti-litter campaigns. One of Athens true strengths is our government affairs management team. We have extensive experience in producing the materials that help facilitate seamless transitions. This group's role will be to work with the citizens and business owners of Santa Ana for the change to Athens Services and 25H-90 educate them on the importance and value of street sweeping services. Described below is our typical program. We will work with City staff to develop a comprehensive program that will best suit the City given the special circumstances of this transition. • A custom-designed brochure is mailed to residents and businesses which will have the annual sweeping schedule and other important information. • Athens joins the Chamber of Commerce and supports their programs and events. • Our customer service group is trained and prepared to patiently walk customers through the changes. • An Athens supervisor is in the field every day and meets personally with customers whenever necessary. • Athens creates a web page for the City with maps, schedules, and other valuable information for the community. • If the City so requests, Athens will set up our information booth at City events to meet, greet, and inform the residents about the importance of street sweeping. Equipment First and foremost, we will make all reasonable efforts to purchase equipment and materials in the City of Santa Ana and to utilize Santa Ana vendors whenever possible and to that end hereby request a list of potential vendors from the City. Equipment used to conduct sweeping operation will consist of Schwarze Model A8000 sweepers which will be used in conjunction with spraying of water to minimize unsettling dust. Furthermore, our drivers will be supplied with manual push brooms and shovels to clean/sweep areas such as narrow cul-de-sacs, median noses and portions of left-turn pockets. Athens will have installed on all of their sweepers the most technologically advanced GPS monitoring system. This system tracks all miles that are swept in the city with the broom heads down and water on and provides a variety of reports and information, including live real-time tracking. GPS reports shall be available at the request of the City. r Powerful software configuration options that allow immediate customization such as setting up authorized and unauthorized zones and times and vehicle speeds to trigger exception alerts and reports. (As an example, exception alerts and reports tell us when the driver exceeds 8 MPH or is stopped longer than 30 minutes.) State of the art, integrated mapping with satellite images and overlays of routes and destinations providing unprecedented detail for avoiding errors. Detailed reporting to help monitor driver performance, vehicle use, and productivity. Additionally, our equipment will always: 25H-91 • Be AQMD and State (if applicable) approved alternative fuel. • A standard full size motorized sweeper equal to or larger than an Elgin Broom Sweeper, Schwarze model A8000 or similar model with equal pick up abilities with dual gutter brooms. Vacuum sweepers may be considered. • No more than seven (7) years in age at any period during the contract. • Be able to deposit hopper debris in 3-yard bins or larger • Have dual side gutter brooms having no less than 5" long bristles. • Be maintained in top-class running condition including arriving clean for each daily schedule. • Include rotating amber dome lights, DMV night traveling amber side, rear, and top lights or similar. • Include adequate relief sweepers to complete scheduled routes for each sweeper out of operation, broken down, scheduled for maintenance or any other similar situation. • We will provide the City a listing of all sweepers and relief sweepers identifying make, model, year, our identification unit number, California license number, vehicle colors, and the names of all operators to be used, California driver's license number, license class, expiration date and a recent California DMV record. • All vehicles will have a set of road trouble fluorescent triangles and a Nextel digital radio • We exercise caution at all times for the protection of persons and property. All tines, penalties and/or repair charges resulting from our actions shall be our sole responsibility. • We will not permit placing or use equipment in such a manner as to block vehicle traffic lanes or create safety hazards. We always use appropriate warning traffic safety devices when deemed necessary. • Our methods do not harm, deface or damage the streets being swept, street trees, sidewalks or street curbs. • We will have identification signage on all vehicles at all times while working in an official capacity for the City. Such signage shall be maintained neat in appearance, free of graffiti, easily identifiable and in sound condition. The quality of sweeping shall be to the satisfaction of the Public Works Agency Executive Director or designee. We will always use good sweeping practices as dictated by the highest standards within the sweeping industry and will make adjustments as necessary that will result in clean streets with no debris trails left behind. On occasion and as deemed necessary by City, this will require the complete width of the street, curb to curb, to be swept clean of debris. We always exercise due care so as to prevent spilling, scattering, or dropping of debris during the sweeping activity and shall immediately clean up any such spillage, dropping, or scattering. 25H-92 Sweeping practices include, but are not limited to the following: (a) Sweeping speed shall be adjusted to street conditions with a maximum speed of eight (8) miles per hour; and (b) patterned concrete medians, intersections, and crosswalks shall be swept at a maximum speed of three (3) miles per hour. Standards, schedules, and frequencies may be modified from time to time as deemed necessary by the City to ensure the highest sweeping quality. We understand that due to different street widths throughout the City, street sweeping may require slower travel speed and/or multiple passes by the sweeper, in many cases, to ensure curb-to-curb coverage of the street. Streets with raised medians (commercial and residential) shall have their curb- gutter perimeter swept, including turnouts. Street grade striped medians shall be swept in their entirety. All deposits within intersections shall be removed as part of the sweeping operations. Each street shall be swept clean to the adjacent property line. Swept clean means minimal debris residual or tailings and none of our sweepers will blow debris onto private property. Additionally, we understand that the City shall determine when the sweeping operations should cease due to inclement weather or other reasons and will notify us immediately once decision is made. During the periods when inclement weather hinders normal operations, we shall adjust our work force in order to accomplish those activities that are not affected by weather. And we accept that failure to adjust the work force to show good progress on the work shall result in deduction of payments to reflect only the work actually accomplished. Employee Training Program Our drivers are well trained to begin with, of course, but we take training even further by maintaining a weekly schedule of ongoing training in the proper operation of the equipment, proper safety techniques, and keep them current with any new pertinent information affecting their work. Drivers are trained to make as many passes as is required to deliver high-quality results. They are all professionally uniformed, name-tag-identified, licensed, insured, and are skilled and experienced and will report any extraordinary service situations including low hanging tree limbs or other obstructions that prevent normal sweeping operations. In order to ensure there is an ample pool of qualified employees to manage a large service area, driver trainees are hired and trained on the use of all vehicles and moved to a permanent driving position based upon completion of all training, comfort level in their position, qualifications, etc. Athens Services is committed to providing a safe and healthy work environment for our employees, citizens, and anyone who may be affected by the service that Athens Services will be providing. Athens Services initiates and maintains complete accident prevention and safety programs. Each individual from top management to the working person is responsible for the health and safety of those persons in their charge and co-workers around them. By accepting mutual responsibility to operate safely, everyone contributes to the well-being of all personnel. Each employee is given a safety orientation by their supervisor or lead personnel prior to the start of work. 25H-93 The orientation covers a variety of items such as programs mandated by CAL- OSHA (Hazard communication, injury and illness prevention program, etc.), accident prevention, etc. A list identifying the names of all street sweeping equipment operators shall be provided to the City Projects Manager or designee. All of our personnel are licensed to operate sweepers and are in good standing with the California Department of Motor Vehicles and as pictured to the left, professionally dressed and name tag identified. By teaming up with the Public Works Departments of our client cities, we have been able to increase the quality of our services within the community. Drivers at Athens are trained to communicate with their supervisor to report all issues that affect the effective sweeping of their route. Low hanging trees, pot holes, and uneven blacktop are reported to the supervisor who then relays that information to the city. As an enhancement to our already community-friendly approach to doing business, we train our drivers to recognize and report unusual or suspicious situations to assist local law enforcement. Ability to meet Performance on Schedule We understand that the City will give us latitude in establishing work schedules which correspond to the City's route schedules, manpower and equipment resources. We appreciate that we will have the opportunity to discuss with the City adjusting established schedules to meet special circumstances. We accept that the City will make all final decisions pertaining to adjustment of schedules based on feasibility and efficiency with the goal of completing sweeping on the day scheduled. Bonus Points Athens Services is interested in partnering with the City long term and as such is offering to meet and exceed the suggestions in the City's RFP in regard to the City's existing equipment, facilities, and personnel. • Athens is in a position to purchase or lease the City's equipment and acquire brand new equipment as needed replacements to maintain a high-quality fleet during the term of the contract. Optionally, if the City wishes to keep their equipment we are prepared to supply new trucks. • Athens Services is willing to lease parking space at the City yard for the purposes of cleaning our service vehicles and to perform minor maintenance at current market rates. Additionally, Athens Services is willing to lease or rent additional property for equipment parking above and beyond our needs for Santa Ana, including office space and operational facilities at current market rates; which we estimate to be in the range of $100,000.00 per year for a long term lease. • Athens will purchase fuel at the City yard for our vehicles that service the City and possibly additional vehicles that we operate locally. • Athens Services has experience transitioning Municipal Services to Athens (Private) contracted services. In every case we have offered to, and in some cases hired city employees. We understand that these employees must meet our minimum qualifications for the positions, the particular circumstances of the service allow for it, and to the extent permitted by law. It 25H-94 should be noted that City employees flourish in the Athens environment and could be subject to promotions and increased responsibilities due to our breadth and depth of the industry. As a continuing testimony to the great working environment at Athens, we have 13 employees who have been with us over 30 years, 35 who have been here for over 20 years, and 130 that have been here at least 10 years. Because Athens provides trash collection, recycling, materials processing, transfer, and a variety of other services throughout Southern California, potential employees are presented opportunities that they might not find in companies that only provide street sweepings services. Athens Services has some of the happiest and fulfilled employees in the municipal street sweeping business. Athens is looking forward to offering employment opportunities to any City Employee that has the desire, and meet our criteria. To that end, Athens will conduct a job fair for displaced workers once we are awarded the Agreement as well as using the services of the Santa Ana Workforce Investment Act (WIA) that is described in detail on the next page. Athens will make offers of employment following the job fair and to all WIA candidates who meet Company employment prerequisites. 25H-95 t44 i 3F ?a? ? q' trr ,? 1 'ANA w Workforce Investment Act (WIA) Programs What Types of Businesses are Eligible? Businesses of all types and sizes are eligible. Description of Program and Benefits: Through the Workforce Investment Act (WIA) funding, the Santa Ana WORK Center is able to assist the workforce needs of business. All services are free of charge. JOB LISTINGS - Businesses may post job openings free of charge. Job orders are seen by a wide network of workforce professionals who have access to qualified candidates, ranging in skill, education and experience. Businesses can indicate on the Job Order form the method of contact for job applicants. ON-SITE SERVICES -- The Santa Ana WORK Center 6 able to provide facilities to test, interview or screen job applicants. Additionally, the Santa Ana WORK Center can arrange special hiring events and job fairs: consider it a "human resources office" away from the office. ON-THE-JOB TRAINING (OJT) - Businesses interested it, hiring an inexperienced applicant, who may require additional haining, may be eligible for a 50% reimbursement of wages paid to that new employee. The OJT funds are subject to the applicant's eligibility under the WIA. WORK EXPERIENCE (WEX) - Businesses interested in providing a haining site for a temporary worker for a set number of weeks may be eligible to have the wages paid by the Santa Ana WORK Center. Like an OJT, a WEX is subject to the worker's eligibility under WIA. LAYOFF AVERSION AND RAPID RESPONSE SERVICES - See Rapid Response insert for more information. Getting Started For assistance regarding any of our services contact the Santa Ana WORK Center. For More information Contact (714) 565-2660. Access additional information on www.santo-ona.org/eda/workc*nt*r.asp City of Santa Ana Community Development Agency 20 Civic Center Plaza Santa Ana, CA 92701 www.santa-anacirg/businss 25H-96 Please see the pages that follow. 25H-97 CITY OF SANTA ANA PUBLIC WORKS AGENCY REQUEST FOR PROPOSALS FOR STREET SWEEPING PROPOSERS STATEMENT and PROPOSAL ITEM PRICING EXHIBIT B Certification - I certify that I have read, understand and agree to the terms and conditions of this Request for Proposal. I have examined the Scope of Services (Exhibit A) and am familiar with the scope of work locations. I am familiar with all the existing conditions and limitation that may impact work requests. I understand and agree that I am responsible for reporting any errors, omissions or discrepancies to the City for clarification prior to the submission of my proposal. Proposal Item Price - Pricing shall be based on a curb mile cost as described in Exhibit A. Fee must be inclusive of all costs, including but not limited to, direct and indirect costs for labor, overhead, incidental supplies, travel, mileage, and fuel. Any special materials will be purchased by the Contractor only after discussed and authorized by the City Projects Manager or designee in writing. The City has the option to purchase and provide materials. Special material will be purchased by the City and/or the City will reimburse the Contractor after authorization by City. SCENARIO ONE A. $ 16.00 per Curb Mile x 33,660 Curb Miles (RESIDENTIAL ONLY) _ $ 538,560.00 TOTAL for SCENARIO ONE -A Spelled Out: Five hundred thirty eight thousand, five hundred sixty and 00/100 B. $ 16.00 per Curb Mile x 38,305 Curb Miles (ALL OTHER ROUTES IN YEAR FOUR)= $ 612,880.00 TOTAL for SCENARIO ONE - B Spelled Out: Six hundred twelve thousand, eight hundred eighty eight and 00/100 TOTAL for SCENARIO ONE (A+ B): 1,151,440.00 Spelled Out: One million, one hundred fifty one thousand, four *Price for SPECIAL SWEEPING hundred forty and 00/10J 16.00 (SWEEPS): per CURB MILE. *(Over and Above Required 400 Annual Curb Miles of Free Sweeping or Scheduled Sweeping) SCENARIO TWO $ 15.00 per Curb Mile x 71,965 Curb Miles = $ 1,079,475.00 TOTAL for SCENARIO TWO Spelled Out: One million, seventy nine thousand, four hundred seventy five and 00/100 *Price for SPECIAL SWEEPING (SWEEPS): $ 15.00 per CURB MILE. *(Over and Above Required 400 Annual Curb Miles of Free Sweeping or Scheduled Sweeping) SCENARIO THREE $ 16.00 per Curb Mile x 53,386 Curb Miles = $ 854,176.00 TOTAL for SCENARIO THREE Spelled Out: Eight hundred fifty four thousand, one hundred seventy six and 00/100 *Price for SPECIAL SWEEPING (SWEEPS): $ 16.00 per CURB MILE. *(Over and Above Required 400 Annual Curb Miles of No Cost Sweeping or Scheduled Sweeping) SCENARIO FOUR $ 17.00 per Curb Mile x 28,352 Curb Miles = $ 481,984.00 TOTAL for SCENARIO FOUR Spelled Out: Four hundred eighty one thousand, nine hundred eighty four and 00/100 *Price for SPECIAL SWEEPING (SWEEPS): $ 17.00 per CURB MILE. *(Over and Above Required 400 Annual Curb Miles of No Cost Sweeping or Scheduled Sweeping) Arakelian Enterprises,Inc.,dba Athens Services (626)336-3636 Fax (626)513-0988 LEGAL NAME OF COMPANY PHONE AND FAX NUMBER PO Box 60009, Industry, CA 91716 Gary M. Clifford BUSINESS ADDRESS PRINTED NAME OF AUTHORIZED AGENT Chief Operating officer 12/21/11 GCliffordgAthensServices.com SIGNATURE OF AUTHORIZED AGENT TITLE DATE E-MAIL ADDRESS 95-4313271 N/A FEDERAL IDENTIFICATION NUMBER (IFAPPicABLE) CONTRACTOR LICENSE NUMBER (IFAPPicABLE) THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NON-RESPONSIVE City of Santa Ana Public Works Agency Request for Proposals for Street Sweeping Services 25H?b8 CITY OF SANTA ANA PUBLIC WORKS AGENCY REQUEST FOR PROPOSALS FOR STREET SWEEPING RELEVANT WORK HISTORY THIS SHEET MUST BE COMPLETED IN FULL AND RETURNED WITH OFFEROR'S PROPOSAL List and describe fully the contracts performed by your firm which demonstrate your ability to provide the supplies, equipment or services included in the scope of the proposal specifications. Attach additional pages if required. The City reserves the right to contact each of the references listed for additional information regarding your firm's qualifications. Reference No. I Customer Name: city of Glendora Contact Individual: David Davies Address: 116 E. Foothill, Glendora 91740 Contract Amount: $250K+ Description of supplies, equipment, or services provided: Sweeping of residential and commercial streets in the City. Customer Name: C ity of Pomona Address: 505 Garey Ave., Pomona, CA 91766 Contract Amount: $250K+ Description of supplies, equipment, or services provided: Sweeping of residential and commercial streets in the City. Reference No. 3 Customer Name: City of San Marino Contact Individual: Matt Ballantyne Address: 2200 Huntington Dr. Phone Number: San Marino, CA 91108 626-300-0700 626-300-0709 Facsimile Number: Contract Amount: $250K+ Year: 2001-Present Description of supplies, equipment, or services provided: Sweeping of residential and commercial streets in the City. TO BE INCLUDED IN PROPOSAL PACKAGE EXHIBIT D City of Santa Ana Public Works Agency Request for Proposals for Street Sweeping Services 2? b9 Phone Number: 626-914-8246 Facsimile Number: 2006-Present Year: Reference No. 2 Contact Individual: Mike Tafoya 626-914-8221 Phone Number: 909-620-2482 909-620-2278 Facsimile Number: Year: 2009-Present CITY OF SANTA ANA PUBLIC WORKS AGENCY REQUEST FOR PROPOSALS FOR STREET SWEEPING RELEVANT WORK HISTORY THIS SHEET MUST BE COMPLETED IN FULL AND RETURNED WITH OFFEROR'S PROPOSAL List and describe fully the contracts performed by your firm which demonstrate your ability to provide the supplies, equipment or services included in the scope of the proposal specifications. Attach additional pages if required. The City reserves the right to contact each of the references listed for additional information regarding your firm's qualifications. Reference No. I Customer Name'. of San Gabriel Contact Individual: Steve Preston Address: 425 S. Mission San Gabriel, CA 91776 Contract Amount: $250K+ Description of supplies, equipment, or services provided: Sweeping of residential and commercial streets in the City. Reference No. 2 Customer Name: city of Sierra Madre Contact Individual: Bruce Inman 232 w. Sierra Madre Address: Phone Number: Sierra a re, CA 91U24 Contract Amount: $250K+ Description of supplies, equipment, or services provided: Sweeping of residential and commercial streets in the City. Phone Number: Facsimile Number: 2009-Present Year: Facsimile Number: Year: 2007-Present (626) 308-2800 (626) 458-2830 (626) 355-7135 (626) 355-2251 Reference No. 3 Customer Name: City of South Pasadena Contact Individual : Diana Harder Address: 1414 Mission St. Phone Number: South Pasadena, CA 91030 Contract Amount: $350K+ 626-403-7243 626-403-7211 Facsimile Number: 2001-Present Year: Description of supplies, equipment, or services provided: Sweeping of residential and commercial streets in the City. TO BE INCLUDED IN PROPOSAL PACKAGE EXHIBIT D City of Santa Ana Public Works Agency Request for Proposals for Street Sweeping Services 25H26 100 CITY OF SANTA ANA PUBLIC WORKS AGENCY REQUEST FOR PROPOSALS FOR STREET SWEEPING RELEVANT WORK HISTORY THIS SHEET MUST BE COMPLETED IN FULL AND RETURNED WITH OFFEROR'S PROPOSAL List and describe fully the contracts performed by your firm which demonstrate your ability to provide the supplies, equipment or services included in the scope of the proposal specifications. Attach additional pages if required. The City reserves the right to contact each of the references listed for additional information regarding your firm's qualifications. Customer Name: City of San Fernando Address: 117 Macneil Street Phone Number San Fernando, CA 91340 Contract Amount: $250x Reference No. I Contact Individual: Robert Braden 818-898-1293 818-898-3221 Facsimile Number: Year: 2009-Present Description of supplies, equipment, or services provided: Sweeping of residential and commercial streets in the City. Reference No. 2 Customer Name: City of Irwindale Contact Individual: Loretta Corpis Address: 505 Irwindale Ave. Phone Number: 626-430-2211 Irwindale, CA 91706 626-962-4209- Contract Amount: $250x+ Facsimile Number: Year: 2009-Present Description of supplies, equipment, or services provided: Sweeping of residential and commercial streets in the City. Reference No. 3 Customer Name: City of Covina Contact Individual: Daryl Parrish Address: 125 E. College Phone Number: 626-384-5410 Covina, CA 91723 626-8S8-7208 Contract Amount: $250x+ Facsimile Number: Year: 2006-Present Description of supplies, equipment, or services provided: Sweeping of residential and commercial streets in the City. TO BE INCLUDED IN PROPOSAL PACKAGE EXHIBIT D City of Santa Ana Public Works Agency Request for Proposals for Street Sweeping Services P_aAQ H26 25 101 CITY OF SANTA ANA PUBLIC WORKS AGENCY REQUEST FOR PROPOSALS FOR STREET SWEEPING RELEVANT WORK HISTORY THIS SHEET MUST BE COMPLETED IN FULL AND RETURNED WITH OFFEROR'S PROPOSAL List and describe fully the contracts performed by your firm which demonstrate your ability to provide the supplies, equipment or services included in the scope of the proposal specifications. Attach additional pages if required. The City reserves the right to contact each of the references listed for additional information regarding your firm's qualifications. Reference No. I Customer Name: City of Villa Park Contact Individual: Jarad Hillenbrand Address: 17855 Santiago Blvd Villa Park, CA92861 Contract Amount: $250K+ Phone Number: 714-998-1500 714-998-1508 Facsimile Number: 2010-Present Year: Description of supplies, equipment, or services provided: Sweeping of residential and commercial streets in the City. Reference No. 2 Customer Name:City of Manhattan Beach Contact Individual: Juan Price Address: 1400 Highland Ave Phone Number: Manhattan Beach, CA 90266 Contract Amount: $250K+ (310) 802-5310 Facsimile Number: 2011-Present Year: (310) 802-5001 Description of supplies, equipment, or services provided: Sweeping of residential and commercial streets in the City. Reference No. 3 Customer Name: City of Monrovia Contact Individual: Ron Bow Address: 415 s. Ivy Phone Number: Monrovia, CA 91016 Contract Amount: $250K+ (626) 932-5554 (626) 932-5520 Facsimile Number: Year: 2010-Present Description of supplies, equipment, or services provided: Sweeping o rest entia an commercia streets in the City. TO BE INCLUDED IN PROPOSAL PACKAGE EXHIBIT D City of Santa Ana Public Works Agency Request for Proposals for Street Sweeping Services 25H26102 CITY OF SANTA ANA PUBLIC WORKS AGENCY REQUEST FOR PROPOSALS FOR STREET SWEEPING RELEVANT WORK HISTORY THIS SHEET MUST BE COMPLETED IN FULL AND RETURNED WITH OFFEROR'S PROPOSAL List and describe fully the contracts performed by your firm which demonstrate your ability to provide the supplies, equipment or services included in the scope of the proposal specifications. Attach additional pages if required. The City reserves the right to contact each of the references listed for additional information regarding your firm's qualifications. Reference No. I Customer Name: city of Newport Beach Contact Individual: Mark Harmon Address: 3300 Newport Blvd. Phone Number: Newport Beach, CA 92658 Contract Amount: $250x+ (949) 644-3055 (949)650-0747 Facsimile Number: Year: 2009-Present Description of supplies, equipment, or services provided: Sweeping of residential and commercial streets in the City. Reference No. 2 Customer Name: City of Hermosa Beach Contact Individual: Ells Freeman Address: 1315 valley Dr. Hermosa Beach, CA 90254 Contract Amount: $250x+ Phone Number: (310) 318-0259 (310)-798-2917 Facsimile Number: Year: 2010-Present Description of supplies, equipment, or services provided: Sweeping of residential and commercial streets in the City. Reference No. 3 Customer Name: city of Rosemead Contact Individual: Bill ornelas Address: 7933 Emerson Place Phone Number: Rosemead, CA 91770 Contract Amount: $250x (626)569-2262 (626)569-2243 Facsimile Number: Year: 2010-Present Description of supplies, equipment, or services provided: Sweeping of residential and commercial streets in the City. TO BE INCLUDED IN PROPOSAL PACKAGE EXHIBIT D City of Santa Ana Public Works Agency Request for Proposals for Street Sweeping Services P_QpQ H26 25 103 CITY OF SANTA ANA PUBLIC WORKS AGENCY REQUEST FOR PROPOSALS FOR STREET SWEEPING RELEVANT WORK HISTORY THIS SHEET MUST BE COMPLETED IN FULL AND RETURNED WITH OFFEROR'S PROPOSAL List and describe fully the contracts performed by your firm which demonstrate your ability to provide the supplies, equipment or services included in the scope of the proposal specifications. Attach additional pages if required. The City reserves the right to contact each of the references listed for additional information regarding your firm's qualifications. Reference No. I Customer Name: city of South El Monte Contact Individual: Joe Martinez Address: 1415 N. Santa Anita Ave. Phone Number: 626-241-3974 South E1 Monte, CA 91733 626-652-6801 Facsimile Number: Contract Amount: $250K Year: 2009-Present Description of supplies, equipment, or services provided: Sweeping of residential and commercial streets in the City. Reference No. 2 Customer Name: LA County, Rowland Hts. Contact Individual: Address: 900 Fremont St. Los Angeles, CA Contract Amount: $250K+ David E. Oboza Phone Number: (626) 337-1277 (626) 962-3982 Facsimile Number: Year: 2008-Present Description of supplies, equipment, or services provided: Sweeping of residential and commercial streets in the City. Reference No. 3 Customer Name: City of Mission Viejo Contact Individual: Jerry Hill Address: 200 Civic Center Drive Phone Number: Mission Viejo, CA 92691 Contract Amount: $250K+ Facsimile Number: Year: 2011-Present Description of supplies, equipment, or services provided: 949-581-3528 Sweeping of residential and commercial streets in the City. TO BE INCLUDED IN PROPOSAL PACKAGE EXHIBIT D City of Santa Ana Public Works Agency Request for Proposals for Street Sweeping Services Paae 2604 25H-1 949-470-3085 CITY OF SANTA ANA PUBLIC WORKS AGENCY REQUEST FOR PROPOSALS FOR STREET SWEEPING RELEVANT WORK HISTORY THIS SHEET MUST BE COMPLETED IN FULL AND RETURNED WITH OFFEROR'S PROPOSAL List and describe fully the contracts performed by your firm which demonstrate your ability to provide the supplies, equipment or services included in the scope of the proposal specifications. Attach additional pages if required. The City reserves the right to contact each of the references listed for additional information regarding your firm's qualifications. Reference No. I Customer Name: City of Agoura Hills Contact Individual : Robert Cortes Address: 30001 Ladyface Court Phone Number: Agoura Hills, CA Contract Amount: $250K+ Reference No. 2 Steve Drinovsky Contact Individual: Facsimile Number: Year: 2011-Present Description of supplies, equipment, or services provided: Sweeping of residential and commercial streets in the City. Customer Name: City of Placentia Address: 401 E. Chapman Ave. Placentia, CA 92870 Contract Amount: $250K+ Year: 2009-Present 818-597-7329 818-597-7341 Phone Number: (714) 993-8236 (714) 961-0283 Facsimile Number: Description of supplies, equipment, or services provided: Sweeping of residential and commercial streets in the City. Reference No. 3 Customer Name: City of Monterey ParkContact Individual: Elias saykali Address: 320 W. Newmark Phone Number: Monterey Park, CA 91754 Facsimile Number: (626) 307-1320 (626)288-6861 Contract Amount: $250K+ Year: 2008-Present Description of supplies, equipment, or services provided: Sweeping of residential and commercial streets in the City. TO BE INCLUDED IN PROPOSAL PACKAGE EXHIBIT D City of Santa Ana Public Works Agency Request for Proposals for Street Sweeping Services 26U 26105 CITY OF SANTA ANA PUBLIC WORKS AGENCY REQUEST FOR PROPOSALS FOR STREET SWEEPING RELEVANT WORK HISTORY THIS SHEET MUST BE COMPLETED IN FULL AND RETURNED WITH OFFEROR'S PROPOSAL List and describe fully the contracts performed by your firm which demonstrate your ability to provide the supplies, equipment or services included in the scope of the proposal specifications. Attach additional pages if required. The City reserves the right to contact each of the references listed for additional information regarding your firm's qualifications. Reference No. I Customer Name: City of Azusa Contact Individual : Tito Haes Address: 213 E. Foothill Blvd. Phone Number: (626) 334-5248 zusa, Contract Amount: $250K+ (626)334-6358 Facsimile Number: Year: 2002-Present Description of supplies, equipment, or services provided: Sweeping of residential and commercial streets in the City. Reference No. 2 Customer Name: City of Temple City Contact Individual: Jose Pulido Address: 9701 E. Las Tunas Temple City, CA 91780 Contract Amount: $2SOK+ Phone Number: Facsimile Number: (626) 285-2171 (626) 285-8192 Year: 1987-Present Description of supplies, equipment, or services provided: Sweeping of residential and commercial streets in the City. Reference No. 3 Customer Name: City of Diamond Bar Address: 21825 Copley Dr. Phone Number: 909-839-7000 Diamond Bar, CA 91765 909-861-3117 Contract Amount $250K+ Contact Individual: David Liu Facsimile Number: Year: 1990-2000 Description of supplies, equipment, or services provided: Sweeping of residential and commercial streets in the city. TO BE INCLUDED IN PROPOSAL PACKAGE EXHIBIT D City of Santa Ana Public Works Agency Request for Proposals for Street Sweeping Services P,-ma 26 2S H-106 CITY OF SANTA ANA PUBLIC WORKS AGENCY REQUEST FOR PROPOSALS FOR STREET SWEEPING PROPOSAL & CONTRACT AGREEMENT PROPOSER'S STATEMENT Proposer understands and agrees that this written RFP (or any part thereof specifically designated and accepted by the City of Santa Ana, hereinafter AGENCY) shall constitute the entire agreement between PROPOSER and the AGENCY only after it has been accepted by the City Council, endorsed by the Clerk of the Council with her signature and official seal noting here on the action of approval of the Council, signed by the Administrative Services Manager or his duly authorized agent, and signed by the City Attorney, denoting his approval of the form of this document, and its execution, and when it or an exact copy of it has been either delivered to PROPOSER or deposited with the United States Postal Service properly addressed to the PROPOSER with the correct postage affixed thereto. PROPOSER further agrees that upon delivery (as defined above) of the accepted agreement he/she will furnish AGENCY all required bonds and certificate of liability insurance within ten (10) days (excluding Saturdays, Sundays and AGENCY's legal holidays), or the funds, check, draft, or PROPOSER'S bond substituted in lieu thereof accompanying this proposal shall become the property of the AGENCY and shall be considered as payment of damages due to the delay and other causes suffered by AGENCY because of the failure to furnish the necessary bonds and because it is distinctly agreed that the proof of damages actually suffered by AGENCY because of the failure to furnish the necessary bonds and because it is distinctly agreed that the proof of damages actually suffered is difficult to ascertain; otherwise said funds, check drafts, or PROPOSER'S bond substituted in lieu thereof shall be returned to the undersigned. PROPOSER understands that a proposal is required for the entire work, that the estimated quantities set forth in the RFP schedule are solely for the purpose of comparing proposals, and that final compensation under the contract will be based upon the actual quantities of work satisfactorily completed. All terms contained in the Specifications, the Certification of Non-Discrimination by Contractors, and the Workers' Compensation Insurance Certificate are to be incorporated by reference into this Agreement and are made specifically as part of this RFP. Firm Arakelian Enterprises,Inc., dha Athens Services Signed and Printed Name: Gary M. Clifford Title Chief Operating Officer Date I2/2I/11 TO BE INCLUDED IN PROPOSAL PACKAGE EXHIBIT E City of Santa Ana Public Works Agency Request for Proposals for Street Sweeping Services 25H-107 CITY OF SANTA ANA PUBLIC WORKS AGENCY REQUEST FOR PROPOSALS FOR STREET SWEEPING PROPOSAL AND CONTRACT AGREEMENT CERTIFICATION OF NONDISCRIMINATION BY CONTRACTOR The undersigned Contractor or corporate officer, during the performance of this contract, certifies as follows: The Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Contractor shall send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Contractor shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Contractor shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Contractor's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. 7. The Contractor shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the Contractor may request that the United States enter into such litigation to protect the interests of the United States. EXHIBIT F City of Santa Ana Public Works Agency Request for Proposals for Street Sweeping Services 28 29H- 108 8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1039, and as amended, No discrimination shall be made in the employment of persons upon public works because of race, religious creed, color national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any Contractor of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter. Firm Arakelian Enterprises,Inc., dba Athens Services Signed and Printed Name: Gary M. Clifford Title Chief Operating Officer 12/21/11 Date TO BE INCLUDED IN PROPOSAL EXHIBIT F City of Santa Ana Public Works Agency Request for Proposals for Street Sweeping Services Panp- 29 2S H-109 CITY OF SANTA ANA PUBLIC WORKS AGENCY REQUEST FOR PROPOSALS FOR STREET SWEEPING RESPONSIBLE PROPOSER - SUPPLEMENTAL QUESTIONNAIRE 1. How many years has your organization been in business in California as a contractor under your present business name and license number? 53 Years *If performed same business under a different business name with same ownership and operation management and changed name due to, but not limited to, bankruptcy, loss or license, please complete an additional and separate Questionnaire. 2. What is your firm's Average Gross Revenue for the last three years? 3. Is your firm currently the debtor in a bankruptcy case? ? Yes ® No If "yes," indicate the case number, bankruptcy court, and the date on which the petition was filed. Case Number Bankruptcy Court Date Filed 4. Was your firm in bankruptcy any time during the last five years? (This question refers only to a bankruptcy action that was not described in answer to question 2, above.) ? Yes 0 No If "yes," indicate the case number, bankruptcy court, and the date on which the petition was filed. Case Number Bankruptcy Court Date Filed 5. Has any California State License Board (CSLB) license held by your firm or its Responsible Managing Employee (RME) or Responsible Managing Officer (RMO) been suspended within the last five years? ? Yes Q No 6. At any time in the last five years, has your firm been assessed and paid liquidated damages after completion of a project, under a construction contract with either a public or private owner? ? Yes F No 7. Has your firm ever defaulted on a contract? ? Yes 0 No If "yes," explain on a separate page. TO BE INCLUDED IN PROPOSAL PACKAGE EXHIBIT G City of Santa Ana Public Works Agency Request for Proposals for Street Sweeping Services 25H-30 110 8. In the last five years has your firm, or any firm with which any of your company's owners, officers or partners was associated, been debarred, disqualified, removed or otherwise prevented from bidding on, or completing, any government agency or public works project for any reason? ? Yes 0 No If "yes," explain on a separate page. State the name of the organization debarred, the year of the event, the owner of the project, and the basis for the action. 9. In the past five years, has any claim against your firm concerning your firm's work on a project, been filed in court or arbitration? ? Yes © No If "yes," on a separate page identify the claim(s) by providing the project name, date of the claim, name of the claimant, the name of the entity the claim was filed against, a brief description of the nature of the claim, the court and case number, and a brief description of the status of the claim (pending or, if resolved, a brief description of the resolution.) 10. In the past five years, has your firm made any claim against a project owner concerning work on a project or payment for a contract, and filed that claim in court or arbitration? ? Yes 0 No If "yes," on a separate page identify the claim(s) by providing the project name, date of the claim, name of the claimant, the name of the entity the claim was filed against, a brief description of the nature of the claim, the court and case number, and a brief description of the status of the claim (pending or, if resolved, a brief description of the resolution.) 11. At any time during the past five years, has any surety company made any payments on your firm's behalf as a result of a default, to satisfy any claims made against a performance or payment bond issued on your firm's behalf in connection with a project, either public or private? ? Yes F1 No 12. In the last five years, has any insurance carrier, for any form of insurance, refused to renew the insurance policy for your firm? ? Yes ® No 13. Has your firm or any of its owners, officers, or partners ever been liable in a civil suit, or found guilty in a criminal action, for making any false claim or material misrepresentation to any public agency or entity? ? Yes ? No 14. Has your firm or any of its owners, officers or partners ever been convicted of a federal or state crime of fraud, theft, or any other act of dishonesty? ? Yes ® No If "yes," identify on a separate page, the person or persons convicted, the court case and number, the crimes and the year convicted. City of Santa Ana Public Works Agency Request for Proposals for Street Sweeping Services 20111 31 15. If your firm was required to pay a premium of more than one percent for a performance and payment bond on any project(s) on which your firm worked at any time during the last three years, state the percentage that your firm was required to pay. You may provide an explanation for a percentage rate higher than one percent, if you wish to do so. N/A % 16. During the last five years, has your firm ever been denied bond credit by a surety company, or has there ever been a period of time when your firm had no surety bond in place during a project when one was required? ? Yes M No 17. Has Cal-OSHA cited and assessed penalties against the Contractor or its associates for any "serious," "willful" or "repeat" violations of its safety or health regulations in the past five years? (Note: If you have filed an appeal of a citation, and the Occupational Safety and Health Appeals Board has not yet ruled on your appeal, you need not include information about it.) ? Yes 0 No If "yes," on a separate page describe the citations, the party against whom the citation was made, date of citation, nature of the violation, project on which the citation was issued, owner of the project, and the amount of penalty paid, if any. State the case number and the date of any OSHAB decision. 18. Has the Federal Occupational Safety and Health Administration cited and assessed penalties against the Contractor or its associates in the past five years? (Note: If an appeal of the citation has been filed and the Appeals Board has not yet ruled, or there is a court appeal pending, you need not include information about the citation.) ? Yes © No If "yes," on a separate page describe the citation, the party against whom the citation was made, date of citation, nature of the violation, project on which the citation was issued, owner of project, and the amount of penalty paid, if any. State the case number and date of any decision. 19. During the last five years, has there been more than one occasion in which the General Contractor or its associates have been penalized or required to pay back wages for failure to comply with the federal Davis- Bacon prevailing wage requirements? ? Yes F1 No If "yes," on a separate page, describe the violator, nature of each violation, name of the project, date of its completion, the public agency for which it was constructed, the number of employees who were initially underpaid and the amount of back wages and penalties that were assessed. City of Santa Ana Public Works Agency Request for Proposals for Street Sweeping 2MA 12 EXHIBIT H CITY OF SANTA ANA PUBLIC WORKS AGENCY REQUEST FOR PROPOSALS FOR STREET SWEEPING NON-COLLUSION AFFIDAVIT CITY OF SANTA ANA PROPOSAL AND CONTRACT AGREEMENT NON-COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY OF SANTA ANA DEPARTMENT OF PUBLIC WORKS In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non-collusion Affidavit is part of the Proposal. Signing this Proposal on the signature portion thereof shall also constitute signature of this Non-collusion Affidavit. BIDDERS are cautioned that making a false certification may subject the certifier to criminal prosecution. Sig State of California County of Gary M. Clifford Subscribed and sworn to (or affirmed) before me on this day of , 20 , by proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. Notary Public Signature Notary Public Seal TO BE INCLUDED IN PROPOSAL PACKAGE EMENOW City of Santa Ana Public Works Agency Request for Proposals fowtAt iping weServices REQUEST FOR PROPOSALS FOR STREET SWEEPING SERVICES CITY OF SANTA ANA Public Works Agency Maintenance Services Division Released on December 16, 2011 The referenced document has been modified and will be as Amendment No. 1. Please sign this Amendment where designated and return the executed copy with submission of your proposal. This amendment is hereby made part of the referenced proposal as through fully set forth therein. Any questions regarding this amendment should be addressed to Pedro Guillen, email pquillenp_santa- ana.orq. EXHIBIT A - SCOPE OF SERVICES, PAGE 23 IV. TERMS AND CONDITIONS L. EMPLOYMENT OF DISPLACED SANTA ANA WORKFORCE The Contractor shall extend offers of employment to any displaced City of Santa Ana street sweeper equipment operators for a minimum of one year and at a rate commensurate to their last base salary amount as an equipment operator with the City of Santa Ana. Thereafter, the Contractor may pay according to the Contractor normal pay structure Contractor costs should be amortized over the seven year contract period. The City anticipates equipment operator retirements prior to the Contract commencement Therefore, the resulting number of Job offers extended to displaced equipment operators for one year at their last base salary amount may be substantially reduced The actual number of equipment operators will be determined after the conclusion of the evaluation process and an adtustment will be made thru negotiation to account for the changes. Such effort and procedure will be provided to the City for review. All other provisions of the invitation acknowledge receipt and understanding Arakelian Enterprises,Inc., Company Name Athens Services Gary M. C ifford of this proposal shall ma in their entirety. Vendors hereby of'the above Amendm t. dba 12/20/11 Signature Date Chief Operating Officer Printed Name of Signer PO Box 60009, Industry, CA 91716 Address I itle City of Santa Ana Public Works Agency Request for Proposals for Street Sweeping Services Page 23 25H-114 REQUEST FOR PROPOSALS FOR STREET SWEEPING SERVICES CITY OF SANTA ANA Public Works Agency Maintenance Services Division Released on December 19, 2011 The referenced document has been modified and will be as Amendment No. 2. Please sign this Amendment where designated and return the executed copy with submission of your proposal. This amendment is hereby made part of the referenced proposal as through fully set forth therein. Any questions regarding this amendment should be addressed to Pedro Guillen, email pguillen(a)santa-ana.orq. 'RFP - Page 1 KEY RFP DATES: Issue Date Mandatory Pre-proposal Meeting: Proposal Due Date Presentation/I nterviews "RFP - Page 2 Tuesday, November 22, 2011 Thursday, December 1 2011 - 9:00 a m J': sdas., anuary. 4 2012 - 400 p !a; Week FnIInw;Rq jaRwaFv 2. 244-22 Krven(,;anu 201 NOTICE INVITING PROPOSALS NOTICE IS HEREBY GIVEN that proposals will be received from qualified firms to provide Street Sweeping Services. Responses to the Request for Proposal (RFP) will be accepted until Wednesday. ^ b 21 90++ at 4:00 p.m. If further information is required, contact Pedro Guillen at (714) 647-3303 or qL illeg d)santa ana off. "RFP PAGE 8 XVI. SUBMITTAL INFORMATION AND DEADLINE Proposals are due to the City of Santa Ana, Office of the Executive Director, Public Works Agency Attention: Pedro Guillen. 20 Civic Center Plaza, Ross Annex, 4"' Floor, Santa Ana, CA 92701 on Wednesday, ambar. 2i, ,oil 4_<{. 1 .,_at 4:00 p.m. Faxed and E-mail proposals will not be accepted. All other provisions of the invitation of this proposal sha/ ema n in e' entirety. Vendors hereby acknowledge receipt and understanding of the above Amendment. Arakelian Enterprises,inc.,dba20j1.1 12/ Company Name Athens Services Signature Date Gary M. Clifford Chief Operating Officer Printed Name of Signer Title PO Box 60009, Industry, CA 91716 ,441 GJJ City of Santa Ana Public Works Agency Request for Proposals for Street Sweeping Services Page 1, 2 and 8 25H-115 REQUEST FOR PROPOSALS FOR STREET SWEEPING SERVICES WIN CITY OF SANTA ANA Public Works Agency Maintenance Services Division Released on December 20, 2011 The referenced document has been modified and will serve as Amendment No. 3. Please sign this Amendment where designated and return the executed copy with submission of your proposal. This amendment is hereby made part of the referenced proposal as through fully set forth therein. Any questions regarding this amendment should be addressed to Pedro Guillen, email pguillen0g santa-ana.orq. *RFP - Page 9 XVIII. CONTRACTOR SELECTION - PROPOSAL AND EVALUATION The criteria for evaluating the proposals submitted will take the following items into consideration: A. Financial Responsibility (Capacity) B. Required Services C. RFP Criteria and Required Submittals - Proposal's compliance with the requirements of this RFP D. Implementation Plan .................................................... .................... 30% 1 Phasing Approach/Scope of Services 2. Equipment 3. Employee Training Program 4. Ability to Meet Performance on Schedule E. Company Experience and Reputation - Municipal Experience, or similar, long-term contracts(Quantity/Similar Operation/Scope of Service, References) ......................................... .. 40% F. Fee Schedule (Competiveness/Cost Effectiveness) _ .... . ......... ......... ....... 30% Bonus Points: The City's desire is to have the Contractor explore opportunities including, but not limited to, leasing City Corporate Yard space for office/sweeper fleet, fuel purchase at City Corporate Yard fueling station, purchase of City owned street sweeper fleet, other Contractor proposals. The provided City sweeper fleet auction estimates, fuel and lease rates are intended to serve as minimums only. Contractor proposals should include detailed information indicating proposed rate offers for City fleet, fuel and leasing facilities and other Contractor proposals. *Purchase and lease pricing shall be negotiated separately, individually and apart from the street sweeping contract. Pricing proposals for fleet, fuel and lease rates should not be included into curb mile pricing rates. Please refer to the Email delivered on Friday, December 16, 2011 at 3:26 PM (attached page) for fleet, fuel and lease rate information. All other provisions of the invitation of this proposal shall remai in eir a ti ty. Vendors hereb acknowledge receipt and understanding of the above Amendment. Arakelian Enterprises,Inc., dba 12/21 11 Company Name Athens Services Signature Date Gary M. Clifford Chief Operating Officer Printed Name of Signer Title PO Box 60009, Industry, CA 91716 Address City of Santa Ana Public Works Agency Request for Proposals for Street Sweeping Services Page 9 25H-116 REQUEST FOR PROPOSALS FOR STREET SWEEPING SERVICES CITY OF SANTA ANA Public Works Agency Maintenance Services Division Released on December 20, 2011 The referenced document has been modified and will serve as Amendment No. 4. Please sign this Amendment where designated and return the executed copy with submission of your proposal. This amendment is hereby made part of the referenced proposal as through fully set forth therein. Any questions regarding this amendment should be addressed to Pedro Guillen, email pcquillen(d)santa-ana.org. RFP - Page 13 and 16, Sections II.C.1.b and C.1.d II. CONTRACTOR REQUIREMENTS AND RESPONSIBILITIES C. STREET SWEEPING EQUIPMENT 1 The street sweeper or any relief sweeper used to perform this contract work shall: Be a standard full size motorized sweeper equal to or larger than an Elgin Broom Sweeper, , • .I Schwarze model A8000 or similar model with equal pick up abilities with dual putter brooms. Vacuum sweepers may be considered. d Be able to deposit hopper debris in 3-yard bins or larger (washout, cleaning, dumping of hopper on streets will not be allowed) and ability to have a variable hopper dump height which allows dumping into various size and type containers. RFP - Page and 16, Sections II.Q Q. DEBRIS DISPOSAL ...,. ;., .. ,.., ,.....,, ....... ., . , .. , .. u. ,xs h .ti,+4tif?f_`'??•i-li•?kt..,de-?1?v -<?k'..?i.e. k-.e;e*9iti...t.. mete. 6+.+h..cSd3 ? , ..: #u : , a =? + ..? w-+c Disposal of sweeping debris is required at City designated debris exchange zones. In compliance with Santa Ana Municipal Code Section 18-155 debris disposal discharge will NOT be allowed on City Streets at City Corporate Yard and other City owned facilities other than in City approved containers Debris disposal discharge includes dumping or disposal of any liquid, semi-solid or solid substance The Contractor will be responsible for collection of incidental debris around trash container/bin resulting from disposal exchange within two-hours after exchange Coordination will be made by the City Projects Manager or designee. *Please refer Santa Ana Municipal Code Section 18-155 for further information (attached). All other provisions of the invitation of this proposal shall remain receipt and understanding of the above Amendment. Arakelian Enterprises,Inc., dba Company Name Athens Services Gary M. Clifford Printed Name of Signer PO Box 60009, Industry, CA 91716 hereby acknowledge 11 Signature , Daife Chief O erating Officer Title Address City of Santa Ana Public Works Agency Request for Proposals for Street Sweeping Services Page 13 and 16 25H-117 CHUBB GROUP OF INSURANCE COMPANIES Surety Department, 15 Mountain View Road, P.O. Box 1615, Warren, NJ 07061-1615 CHIJBB Phone: (008) 903-3465 • Facsimile: (908) 903-3656 FEDERAL INSURANCE COMPANY BID BOND Bond No. BID BOND Amount S 5%"*"`*** Know All Men By These Presents, That we, ATHENS SERVICES 14048 VALLEY BLVD., CITY OF INDUSTRY, CA 91746 (hereinafter called the Principal), as Principal, and the FEDERAL INSURANCE COMPANY, Warren, New Jersey, a corporation duly organized under the laws of the State of Indiana, (hereinafter called the Surety), as Surety, are held and firmly bound unto CITY OF SANTA ANA 220 S. DAISY AVENUE, SANTA ANA; CA 92703 (hereinafter called the Obligee), in the sum of FIVE PERCENT OF TOTAL AMOUNT BID'******'**********'***'****"**88 Dollars ($ 5%*******- ), for the payment of which we, the said Principal and the said Surety, bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. Sealed with our seals and dated this 15th day of December, 2011 WHEREAS, the Principal has submitted a bid, dated December 21, 2011 for REQUEST FOR PROPOSALS FOR STREET SWEEPING SERVICES NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, that if the Obligee shall accept the bid of the Principal and the Principal shall enter into a contract with the Obligee in accordance with such bid and give bond with good and sufficient surety for the faithful performance of such contract, or in the event of the failure of the Principal to enter into such contract and give such bond, if the Principal shall pay to the Obligee the difference, not to exceed the penalty hereof, between the amount specified in said bid and the amount for which the Obligee may legally contract with another party to perform the worK covered by said bid, if the latter amount be in excess of the former, then this obligation shall be null and void, otherwise to remain in full force and effect. ATHENS S I ES Principal By: FEDER?tt VJ'SURAI Cf tbMPANY By_ `.. L G L < G. C i AUL BOLUCrHER Attorney-in-Fact Fam 15-02-0002 (Rev. 11.99) 25H-1 18 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA County of LOS ANGELES On DECEMBER 15, 2011 before me, MISTY DAWN WRIGHT, NOTARY PUBLIC Date Here Insert Name and Title of the Officer personally appeared PAUL BOUCHER Name(s) of Signer(s) a who proved to me on the basis of satisfactory evidence to be the person(n whose name(n) isr subscribed to the within instrument and acknowledged to me that he/M/On executed the same in his/Mr/Mr authorized capacity(. 1p), and that by hisMr? signatures on the instrument the person(*, or the entity upon behalf of which the persona acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Witness my hand and official seal. Signature Place Notary Seal Above Signature of Notary Pubt ` MISTY DAWN WRIGHT OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document BID BOND Document Date: DECEMBER 15, 2011 Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ? Individual ? Corporate Officer - Title(s): ? Partner --- ? Limited ? General ? Attorney in Fact ? Trustee OF SIGNER ? Guardian or Conservator Top of thumb here ? Other. Signer Is Representing: Number of Pages: Signer's Name: ? Individual ? Corporate Officer - Title(s) _ ? Partner -- ? Limited ? General ? Attorney in Fact ? Trustee ? Guardian or Conservator ? Other: Signer Is Representing: (c,'2007 National Notary Association - 9350 De Soto Ave., PC. Box 2402 - Chatsworth, CA 91313-2402 - www.NationalNotary.org Item #5907 Reorder. Call Toll-Free 1-800-876-6827 25H-119 25H-120 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JULY 16, 2012 TITLE: PUBLIC HEARING - ORDINANCE TEMPORARILY DEFERRING COLLECTION OF DEVELOPMENT IMPACT FEES CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ? As Recommended ? As Amended ? Ordinance on 1" Reading ? Ordinance on 2nd Reading ? Implementing Resolution ? Set Public Hearing For CONTINUED TO FILE NUMBER Adopt an ordinance amending various sections of the Santa Ana Municipal Code to temporarily defer collection of development fees until the issuance of certificates of occupancy/compliance. DISCUSSION Development activity in Orange County continues to experience the after-effects of the economic slow-down. Although there are clear indications that development activity in the City is increasing, it is anticipated to be a slow recovery. Adopted originally in 2008, and again in 2011, the City Council approved a one-year development impact fee deferral program to help stimulate development. Programs similar to Santa Ana's were adopted by a number of cities in Orange County and more than 75 jurisdictions statewide. Santa Ana, like most cities, collects various fees to offset impacts created by new development. These impact fees provide funding for both new infrastructure and for improvements to existing infrastructure, including street circulation and park development. Development impact fees can represent a sizable up-front cost, and in some cases be the deciding factor in the financial feasibility of a project. Allowing these fees to be deferred until the project is nearly complete provides a valuable incentive to both the developer and lender by reducing the time between the investment of money into a project and realizing a return on that investment in the form of sales or leasing of the building and/or units. Allowing construction to commence with a deferment has the potential to benefit the City in a variety of ways including: (a) accelerating increases in property tax valuation due to assessment as improved land; (b) collection of sales tax on building materials purchased locally; (c) revenue from business license taxes from contractors and design professionals; and (d) employment of construction personnel and their spending in the local area. 75A-1 Ordinance Temporarily Deferring Collection of Development Impact Fees July 16, 2012 Page 2 Although the fee deferral program has not been utilized during its previous approval periods in 2009 and 2011, there are several sizable developments within the City that could benefit from this program if approved. Applicable projects include large residential developments like Lyon Homes, a 300-unit development and the Met at South Coast, a 271-unit development near Hutton Center and commercial projects such as the expansion of the Discovery Science Center and the One-Broadway Plaza office building. A temporary one-year deferral program is recommended as a stimulus for both residential and non-residential development. To ensure that fees are paid prior to certificate of occupancy/compliance, provisions in the draft ordinance require a developer to execute a contract to pay the fees, with interest, prior to issuance of the certificate of occupancy/compliance. This contract will be recorded with the Orange County recorder and constitute a lien for the payment of the fees. Alternatively, the obligation will be secured by an irrevocable letter of credit from the developer. So as to avoid any fiscal impact to the City, the ordinance further provides that a developer will offset the City's costs to implement and administer the fee deferral program. The ordinance will be in effect for one year, unless extended for one additional year by further action of the City Council. FISCAL IMPACT There is no fiscal impact associated with this action. 4M. Trevino Executive Director Planning & Building Agency MF:rb mflreportsTee deferral RFCA_2012 75A-2 (ROH 07/16/12) ORDINANCE NO. NS-XXX AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA TO TEMPORARILY SUPERSEDE CERTAIN PROVISIONS OF THE SANTA ANA MUNICIPAL CODE AND TO PERMIT DEVELOPERS TO DEFER PAYMENT OF CERTAIN DEVELOPMENT IMPACT FEES THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES ORDAIN AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. The Mitigation Fee Act (Government Code section 66000, et seq.) authorizes the City to adopt and regulate monetary exactions for the purpose of defraying all or a portion of the public facility costs relating to a development project. The development impact fees are charged as a condition of approval and are used to alleviate the effects of development on the community by financing public improvements, services, or programs that bear a reasonable relationship to the development. Virtually all California cities, including Santa Ana, require applicants to pay mitigation fees as a precondition to issuing a building permit. The City may determine when such fees are to be paid. B. The City relies on new development to stimulate the local economy and to provide direct and indirect benefits to its residents and business by creating construction jobs, new market-rate and affordable housing, and new tax-base revenues for the City. C. This ordinance is intended to alleviate certain barriers to development, in light of the challenges facing the development industry in a fluctuating market economy, by allowing eligible project applicants to defer certain development impact fees. D. The Request for Council Action for this ordinance dated July 16, 2012, shall by this reference be incorporated herein, and together with this ordinance, any amendments or supplements and the oral testimony before the City Council at this meeting, shall additionally constitute the necessary findings for this ordinance. E. All provisions of the Santa Ana Municipal Code which are repeated herein are repeated solely in order to comply with the provisions of Section 418 Ordinance No. NS-XXX Page 1 of 6 75A-3 of the City Charter. Any such restatement of existing provisions of the Code is not intended, nor shall it be interpreted, as constituting a new action or decision of the City Council, but rather such provisions are repeated for tracking purposes only in conformance with the Charter. Section 2. Definitions. The following words and phrases are defined for purposes of this ordinance as follows: "Applicant" means the owner or owners of record of the real property for which a fee deferral is sought pursuant to this ordinance. "Code" means the Santa Ana Municipal Code. "Executive Director" means the Executive Director of the Planning and Building Agency of the City. "Eligible Applicant" means an Applicant meeting the Eligibility Criteria for deferral of impact fees. "Eligibility Criteria" means an objective standard established by the Executive Director with concurrence of the City Manger, which may be amended from time to time as deemed necessary, used to determine appropriateness for incentives under this Chapter. "Fee Deferral Agreement" means an agreement, including a deed of trust, by and between the Applicant and the City in a form acceptable to the City Attorney, which is a prerequisite requirement for approval for any fee deferral under this ordinance. The Fee Deferral Agreement shall include provision for the payment of the City's reasonable costs in preparing. "Nonresidential" means (a) those commercial business activities which are permitted or allowed in the C1, C2, C4, or C5, or in commercial CR, SP or SD zoning districts as set forth in Title 41 of this Code, or (b) those industrial business activities which are permitted or allowed in the M1 or M2 zoning districts as set forth in Chapter 41 of this Code. "Subject Property" means the real property owned by the Applicant subject to the Fee Deferral Agreement. "Residential" means those activities which are permitted or allowed in the RE, R1, R2, R3, R4, PD, or in residential CR, SP or SD zoning districts, as set forth in section 41- 143 of this Code, and includes a live-work community as set forth in section 41-101.5 of the Code. Ordinance No. NS-XXX Page 2 of 6 75A-4 Section 3. Deferral of Development Impact Fees for Residential and Nonresidential projects. A. Notwithstanding any other provisions of this Code, some or all of the development impact fees imposed on new Residential or Nonresidential buildings and structures located in the City may, upon application by an Eligible Applicant and approval of the Executive Director, be deferred subject to the provisions set forth below. Fees eligible to be deferred shall be: • Parks Acquisition and Development Fee • Drainage Area Master Plan Fee • Transportation System Improvement Fee (TSIP) • Major Thoroughfare and Bridge Fee (to the extent, if any, it is both collected and retained by the City) • Fire Facilities Fee • Sewer Connection Fee B. Prior to the City's consideration of an application for deferral of impact fees, the Applicant shall provide to the Executive Director, at the Applicant's sole cost and expense, a current preliminary title report on the Subject Property. C. No deferral shall be effective until the Applicant provides security to the City in the form of a Fee Deferral Agreement as set forth in section 4 of this ordinance, approved by the City Manager and in a form acceptable to the City Attorney. D. The maximum deferral period shall be: 1. Prior to the final inspection or issuance of a temporary certificate of occupancy or final certificate of occupancy for the new building or structure on the Subject Property, whichever comes first, or 2. One (1) year from the date of issuance of the building permit for the Subject Property. E. Notwithstanding any provision to the contrary, the deferred impact fees not paid at the time of building permit shall be subject to: 1. Interest on unpaid fees at the annual rate of interest which the City earns on its investment of pooled funds shall accrue from the date of issuance of the initial building permit until the deferred impact fees and all accrued interest is paid, and 2. An additional up-front charge shall be added to the unpaid amount to cover the administrative costs incurred in processing the fee deferral application and administering the fee deferral program. Ordinance No. NS-XXX Page 3 of 6 75A-5 Section 4. Form of Security for Unpaid Development Impact Fees. A. As a condition of the deferral, the City shall require the property owner, or lessee if the lessee's interest is of record, to execute prior to and as a condition of issuance of a building permit, a Fee Deferral Agreement, which shall provide that the deferred development impact fees shall be paid within the time set forth in section 4.D. of this ordinance, and secured by an obligation that shall inure to the benefit of, and be enforceable by the City, evidenced by either: 1. a senior, unsubordinated recorded lien on the Subject Property which shall be enforced against successors in interest to the property owner or lessee, releasable when the obligation is paid in full, which shall in the case of a Residential project include requirement for an escrow instruction providing for payment out of escrow from sale proceeds of the deferred fees prior to disbursing proceeds to the seller, or, at the Applicant's option, 2. an irrevocable letter of credit from the Applicant in a form approved by the City Attorney, which shall be releasable when the obligation is paid in full. B. The payment of such development impact fees shall be deemed a debt due and owing to the City at such time as set forth herein, which debt shall only be deemed satisfied and discharged upon payment in full to the City. The City may pursue collection through all available legal and administrative means including, but shall not be limited to, judicial or non-judicial foreclosure of the recorded lien against the Subject Property, a demand upon the irrevocable letter of credit, and/or civil judgment against the Applicant for breach of the Fee Deferral Agreement and/or the security provided hereunder. Section 5. Applicability. This ordinance and the incentives derived hereunder shall apply only to new development projects that have not obtained a building permit from the City at the time this ordinance is adopted by the City Council, or to new development projects that have agreed in writing to be bound by this ordinance prior to the time this ordinance is adopted by the City Council. This ordinance shall remain in effect for twelve (12) months from the adoption date, and as of that date is repealed unless a City Council adopts a further ordinance of resolution to extend that sunset date for an additional period not to exceed twelve (12) months. Section 6. Ordinance to Operate Exclusively. Except as set forth in this ordinance, all other provisions of the Code shall remain in full force and effect. Nothing contained in this ordinance is deemed to authorize or permit the deferral of payment of any fee or charge imposed upon Residential or Nonresidential Ordinance No. NS-XXX Page 4 of 6 75A-6 development in the City except for those development impact fees expressly set forth in section 2 above. Section 7. Severability. If any section, subsection, sentence, clause, phrase or portion of this ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this ordinance. The City Council of the City of Santa Ana hereby declares that it would have adopted this ordinance and each section, subsection, sentence, clause, phrase or portion thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses, phrases, or portions be declared invalid or unconstitutional. ADOPTED this day of 2012. Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: Ryan O. Hodge Assistant City Attorney AYES: NOES: ABSTAIN: NOT PRESENT Councilmembers Councilmembers Councilmembers Councilmembers Ordinance No. NS-XXX Page 5 of 6 75A-7 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 Ordinance No. NS-XXX Page 6 of 6 75A-8