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FULL PACKET_2018-02-06
MINUTES OF THE REGULAR MEETING OF THE CITY COUNCIL OF THE CITY OF SANTA ANA, CALIFORNIA JANUARY 16, 2018 CLOSED SESSION MEETING CALLED TO ORDER COUNCIL CHAMBER 22 CIVIC CENTER PLAZA 5:22 P.M. ATTENDANCE COUNCILMEMBERS Present: MIGUEL A. PULIDO, Mayor (5:24 P.M.) MICHELE MARTINEZ, Mayor Pro Tem P. DAVID BENAVIDES (5:24 P.M.) VICENTE SARMIENTO JOSE SOLORIO SAL TINAJERO JUAN VILLEGAS COUNCILMEMBERS Absent: NONE STAFF Present: RAUL GODINEZ, II, City Manager SONIA R. CARVALHO, City Attorney MARIA D. HUIZAR, Clerk of the Council PUBLIC COMMENTS — • Evelyn Torres, spoke on the disposition of property on Daisy and Walnut; request non- profit develop site for benefit of the community. • Jose Arguello, Paola Robles, Isabel Lopez, Nancy Mejia and Dionicia Robles all echoed same comments. COUNCIL RECESSED to Room 147 for Closed Session discussion at 5:29 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: CITY COUNCIL MINUTES 10AA JANUARY 16, 2018 CONFERENCE WITH LEGAL COUNSEL — POTENTIAL LITIGATION Significant exposure to litigation pursuant to paragraph (2) or (3) of subdivision (d) of Section 54956.9 of the Government Code: (3 cases) 2. LIABILITY CLAIMS pursuant to section 54956.95 of the Government Code: • Stephen Ahearn v. City of Santa Ana; Workers' Compensation Appeals Board case #ADJ8308023; ADJ10853342 3. CONFERENCE WITH REAL PROPERTY NEGOTIATOR pursuant to Government Code Section 54956.8: Address of Property: Negotiators: Terms: Address of Property Negotiators: Terms: YMCA Property 205 West Civic Center Drive Santa Ana, CA 92701 Robert M. Zur Schmiede Purchase Option Agreement Daisy and Walnut Property 1901 W. Walnut St. Santa Ana, CA 92701 Robert Cortez Potential disposition of property CLOSED SESSION REPORT — See Agenda Item 19A for any reportable action. ADJOURNED THE CLOSED SESSION MEETING AT 6:55 P.M. AND CONVENED TO THE REGULAR OPEN MEETING CITY COUNCIL MINUTES 10X2 2 JANUARY 16, 2018 REGULAR OPEN MEETING CALLED TO ORDER ATTENDANCE PLEDGE OF ALLEGIANCE INVOCATION CEREMONIAL PRESENTATIONS COUNCIL CHAMBER 22 CIVIC CENTER PLAZA SANTA ANA, CA 6:58 P.M. COUNCILMEMBERS Present: MIGUEL A. PULIDO, Mayor MICHELE MARTINEZ, Mayor Pro Tem P. DAVID BENAVIDES VICENTE SARMIENTO JOSE SOLORIO SAL TINAJERO JUAN VILLEGAS COUNCILMEMBERS Absent: NONE STAFF Present: RAUL GODINEZ, II, City Manager SONIA R. CARVALHO, City Attorney MARIA D. HUIZAR, Clerk of the Council AVERY AND CHLOE SHELTON CURTIS SMITH, POLICE CHAPLAIN • SPECIAL PRESENTATION by Dennis Wootan, Chairman of the Personnel Board • PROCLAMATION presented by MAYOR PRO TEM MARTINEZ recognizing OneOC for 19 Years of Service on Martin Luther King Jr. Day, in Orange County. • CERTIFICATE OF RECOGNITION presented by COUNCILMEMBER SARMIENTO and COUNCILMEMBER SOLORIO to Eric Woolery, Orange County Auditor - Controller in recognition of his contributions to the community with Taxpayer Watchdog Program. • CERTIFICATE OF RECOGNITION presented by COUNCILMEMBER SOLORIO to Armando 'Mando' Esparza, Laborers' Local 652, in recognition of the occasion of his retirement. CITY COUNCIL MINUTES 10A3 3 JANUARY 16, 2018 • CERTIFICATE OF RECOGNITION presented by COUNCILMEMBER SOLORIO to Crime Survivors, Inc., in recognition of the opening of the Orange County Crime Victim Resource Center. • CERTIFICATE OF RECOGNITION presented by COUNCILMEMBER TINAJERO to Arlyn Shelton of Cesar E. Chavez High School, Sofia Cuevas of Santa Ana High School, and Tom Erikson of Santa Ana High School, in recognition of their outstanding contributions as teachers in the community. PROCLAMATION presented by COUNCILMEMBER VILLEGAS recognizing the Parent Union for National School Choice Week. PUBLIC COMMENTS • Ilya Tseglin, requested assistance in removing his son from the Ward of the State. • Robert Tseglin, echoed comments by his father, Ilya. CLOSED SESSION REPORT - City Attorney Carvalho reported items listed under 19A on Consent Calendar. CONSENT CALENDAR ITEMS MOTION: Approve staff recommendations on the following Consent Calendar Items 10A through 32A with the following modifications: Mayor Pro Tem Martinez dissented on Agenda Items 11A, 19D and 25G; and pulled Agenda Items 13A, 19C, 19E, and 25B for separate discussion; Councilmember Sarmiento, abstained on Agenda Item 11A and pulled Agenda Item 25E for separate discussion; and Councilmember Solorio, pulled Agenda Items 2013, 25E, 25G for separate discussion. MOTION: Benavides SECOND: Sarmiento VOTE: AYES: Benavides, Martinez, Pulido, Sarmiento, Solorio, Tinajero, Villegas (7) NOES: None (0) ABSTAIN: None (0) ABSENT: None (0) ADMINISTRATIVE MATTERS CITY COUNCIL MINUTES 10A4 4 JANUARY 16,20`18 MINUTES 10A. MINUTES FROM THE REGULAR MEETING OF DECEMBER 19, 2017 {STRATEGIC PLAN NO. 5, 1) - Clerk of the Council Office MOTION: Approve Minutes. ORDINANCES/SECOND READING In the event a Councilmember recorded an "abstention" before consideration of the following ordinance(s) on first reading, such abstention will also be reflected in the minutes for second reading. 11A. ORDINANCE SECOND READING: ADOPT AN ORDINANCE APPROVING AMENDMENT APPLICATION NO. 2017-03 REZONING THE PROPERTIES LOCATED AT 2223 AND 2237 WEST FIFTH STREET FROM SINGLE-FAMILY AND TWO-FAMILY RESIDENCE (R1/R2) TO SPECIFIC DEVELOPMENT (SD) NO. 92 (AA NO. 2017-03) AND ADOPTING SPECIFIC DEVELOPMENT NO. 92 (SD -92) FOR SAID PROPERTIES {STRATEGIC {STRATEGIC PLAN NO. 5, 1) - Clerk of the Council Office Placed on first reading at the December 19, 2017 City Council meeting and approved by a vote of 4-2 (Martinez and Tinajero dissented; Sarmiento abstained). Published in the Orange County Reporter on January 5, 2018. MOTION: Place ordinance on second reading and adopt. ORDINANCE NO. NS -2935 - AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING AMENDMENT APPLICATION NO. 2017-03 REZONING THE PROPERTIES LOCATED AT 2223 AND 2237 WEST FIFTH STREET FROM SINGLE-FAMILY AND TWO-FAMILY RESIDENCE (R1/R2) TO SPECIFIC DEVELOPMENT (SD) NO. 92 (AA NO. 2017-03) AND ADOPTING SPECIFIC DEVELOPMENT NO. 92 (SD -92) FOR SAID PROPERTIES *Mayor Pro Tem Martinez and Councilmember Tinajero dissented on Agenda Item 11A and Councilmember Sarmiento abstained. 11B. ORDINANCE SECOND READING: ADOPT AN ORDINANCE AMENDING CHAPTER 2 OF THE SANTA ANA MUNICIPAL CODE BY AMENDING SECTION 2-101 CONCERNING THE AUTHORITY OF THE MAYOR PRO TEM TO EXECUTE CONTRACTS {STRATEGIC PLAN NO. 5, 11 - Clerk of the Council Office CITY COUNCIL MINUTES 10A5 5 JANUARY 16, 2018 Placed on first reading at the December 19, 2017 City Council meeting and approved by a vote of 6-0 (Pulido absent). Published in the Orange County Reporter on January 5, 2018. MOTION: Place ordinance on second reading and adopt. ORDINANCE NO NS -2936 - AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING CHAPTER 2 OF THE SANTA ANA MUNICIPAL CODE BY AMENDING SECTION 2-101 CONCERNING THE AUTHORITY OF THE MAYOR PRO TEM TO EXECUTE CONTRACTS 11C. ORDINANCE SECOND READING: ADOPT AN ORDINANCE APPROVING AN AMENDMENT TO PROVISIONS OF CHAPTER 41 OF THE SANTA ANA MUNICIPAL CODE RELATING TO INNOVATIVE HOUSING / SMALL LOT SUBDIVISIONS [STRATEGIC PLAN NO. 5, 11 - Clerk of the Council Office Placed on first reading at the December 19, 2017 City Council meeting and approved by a vote of 4-0 (Sarmiento, Tinajero, Pulido absent) Published in the Orange County Reporter on January 5, 2018. MOTION. Place ordinance on second reading and adopt. ORDINANCE NO. NS -2937 - AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING AN AMENDMENT TO PROVISIONS OF CHAPTER 41 OF THE SANTA ANA MUNICIPAL CODE RELATING TO SMALL LOT SUBDIVISIONS BOARDS / COMMISSIONS / COMMITTEES ,133A. --COUNCIL COMMITTEES—AGENDA AND MINUTES {STRATEGIC PLAN, NO: 5,'7.) —Clerk of the Council Office Mayor Pro Tem Martinez provided summary of Economic Development Council Committee. MOTION: Receive and file. NAME DATE Economic Development Infrastructure, Budget and Technology Committee Public Safety, Code Enforcement and MEETING 01/08/2018 01/09/2018 CITY COUNCIL MINUTES 10A6 6 JANUARY 16, 2018 Neighborhood Empowerment Committee FINAL TRACT MAP NOTIFICATIONS Pursuant to Section 34-183 of the Santa Ana Municipal Code, the City Engineer has received this Final Map and is in the process of reviewing the map for final approval. The City Engineer shall approve or disapprove this map within 10 days of the City Council Meeting. 17A. CERTIFICATION AND APPROVAL OF FINAL PARCEL MAP NO. 2016- 177 BY CITY ENGINEER - 1701 EAST SAINT ANDREW PLACE {STRATEGIC PLAN NO. 3, 2) - Public Works Agency MOTION. Receive and file. MISCELLANEOUS ADMINISTRATION 19A. CONFIRMATION OF CLOSED SESSION ACTION(S) — City Attorney's Office MOTION: Approve as follow: LIABILITY CLAIMS pursuant to section 54956.95 of the Government Code: Settlement in the amount of $65,000 in the Stephen Ahearn v. City of Santa Ana; Workers' Compensation Appeals Board case #ADJ8308023; ADJ10853342 matter approved unanimously. CONFERENCE WITH REAL PROPERTY NEGOTIATOR pursuant to Government Code Section 54956.8: Address of Property: YMCA Property 205 West Civic Center Drive Santa Ana, CA 92701 Negotiators: Robert M. Zur Schmiede, Interim Director Terms: Purchase Option Agreement Council Action: Direction provided. Address of Property Daisy & Walnut property 1901 W. Walnut St. Santa Ana, CA 92701 Negotiators: Robert Cortez, Deputy City Manager Terms: Potential disposition of property Council Action: Negotiate Exclusive Negotiation Agreement (ENA) with THRIVE Community Land Trust 19B. EXCUSED ABSENCES — None CITY COUNCIL MINUTES 10A'7 JANUARY 16, 2018 CAPITAL IMPROVEMENT PROGRAM EXECUTIVE REPORT Mayor Pro Tem Martinez, provided an update on Capital Improvement Program projects. Thanked staff for their work and noted upcoming projects at the Santa Ana Zoo, South Main Street Corridor Improvement, and Civic Center Bike Corridor project. MOTION., Receive and file. MOTION: Martinez SECOND: Sarmiento VOTE: AYES: Benavides, Martinez, Pulido, Sarmiento, Solodo, Tinajero, Villegas (7) NOES: None (0) ABSTAIN: None (0) ABSENT: None (0)- 19D. COMPREHENSIVE ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR ENDED JUNE 30, 2017 AND RELATED FINANCIAL REPORTS {STRATEGIC PLAN NO. 4, 1} — Finance and Management Services Agency MOTION. Receive and file the following audited and separately issued reports for the Fiscal Year Ended June 30, 2017: 1. Comprehensive Annual Financial Report 2. Air Quality Management District (AQMD) Financial Statements 3. Appropriations Limit (GANN Limit) 4. Compliance with the Statement of Investment Policy *Mayor Pro Tem Martinez dissented on Agenda Item 19D. 119E: STRATEGIC PLAN MONTHLY REPORT FOR DECEMBER, 2017 {STRATEGIC PLAN NO: 5, 11 — City. Manager's Office Mayor Pro Tem Martinez, requested staff update on 2017 highlights; identify next steps for Plan that expires in June of 2019, and noted that Sunshine Ordinance requires at least one general public meeting. CITY COUNCIL MINUTES 10A8 8 JANUARY 16, 2018 Deputy City Manager, Robert Cortez, provided City Council with an update of the strategic plan. Noted strategic plan has entered its third year, over sixty-five strategies accomplished, expiration date of June 2019, and need for new five-year strategic plan. MOTION: Receive and file. MOTION: Martinez VOTE: AYES: NOES: ABSTAIN: ABSENT: SECOND: Villegas Benavides, Martinez, Pulido, Sarmiento, Solorio, Tinajero, Villegas (7) None (0) None (0) None (0) 19F. QUARTERLY REPORT OF CONTRACTS FROM OCTOBER 1, 2017 THROUGH DECEMBER 31, 2017 {{STRATEGIC PLAN NO. 4, 1} — City Manager's Office MOTION: Receive and file. BUDGETARY MATTERS APPROPRIATION ADJUSTMENTS 20A. APPROVE A CONTRACT AWARD WITH GAMETIME FOR THE PURCHASE OF PLAYGROUND EQUIPMENT FOR CHEPAS PARK AND AN APPROPRIATION ADJUSTMENT TO RECOGNIZE AND APPROPRIATE PRIOR YEAR REVENUE {STRATEGIC PLAN NO. 6, 1 B} — Parks, Recreation and Community Services Agency MOTION: 1. Authorized a one-time purchase and payment of purchase order to GameTime to provide playground equipment at Chepa's Park in an amount not to exceed $30,559.88, which includes a 10% contingency, subject to non -substantive changes approved by the City Manager and City Attorney. 2. Approve an appropriation adjustment. (Requires five affirmative votes) CITY COUNCIL MINUTES 1 OA29 JANUARY 16, 2018 APPROPRIATION ADJUSTMENT NO. 2018-063 - Approve an appropriation adjustment recognizing District 2 Acquisition and Development revenue from prior years in the amount of $75,000 in the Residential Development District 2 revenue account (no. 31213002 50001) and appropriating funds to the Residential Development District 2 expenditure account (no. 31213260 66220). 20B. APPROVE A SECOND AMENDMENT TO AGREEMENT WITH SANTA ANA UNIFIED SCHOOL DISTRICT FOR REIMBURSEMENT OF CONSTRUCTION COST FOR ROOSEVELTIWALKER SITE AND APPROPRIATION ADJUSTMENT TO RECOGNIZE AND APPROPRIATE PRIOR YEAR REVENUE {STRATEGIC PLAN NO. 5, 4A) — Parks, Recreation and Community Services Agency Councilmember Solorio, requested an update on the project. Executive Director of Parks, Recreation and Community Services, Gerardo Moet, noted Santa Ana Unified School District requested additional funding for landscaping, existing reimbursement agreement requiring additional funding, and resulting delay of the ribbon cutting ceremony. MOTION. Authorize the City Manager and Clerk of the Council to execute a Second Amendment to the reimbursement agreement with Santa Ana Unified School District for the reimbursement of construction costs of the Roosevelt/Walker site improvements by increasing the amount of park acquisition & development funds provided by $400,000, for a total amount of $7,917,509, subject to non - substantive changes approved by the City Manager and City Attorney. (AGMT NO. 2018-001) 2. Approve an appropriation adjustment. (Requires five affirmative votes) APPROPRIATION ADJUSTMENT NO. 2018-062 - Approve an appropriation adjustment for FY 17/18 to recognize $350,000 from prior year fund balance and appropriate $277,420 into Residential Development District 2 and $72,580 into Residential Development District 3. The remaining $50,000 has already been appropriated in the FY 17/18 City Budget. MOTION: Solodo VOTE: AYES SECOND: Sarmiento Benavides, Martinez, Solorio, Villegas (6) Pulido, Sarmiento, CITY COUNCIL MINUTES 10A1 1 0 JANUARY 16, 2018 NOES: None (0) ABSTAIN: None (0) ABSENT: Tinajero (1) 20C. APPROPRIATION ADJUSTMENT AND AMENDED AND RESTATED EXCLUSIVE NEGOTIATION AGREEMENT AND AMENDED REIMBURSEMENT AGREEMENT WITH CARIBOU INDUSTRIES FOR THE THIRD STREET AND BROADWAY DEVELOPMENT (STRATEGIC PLAN NO. 3, 5A) — Community Development Agency MOTION: Authorize the City Manager and the Clerk of the Council to execute a Second Amended and restated Exclusive Negotiation Agreement (ENA) and a First Amendment to Reimbursement Agreement with Caribou Industries for the Third and Broadway development, subject to non -substantive changes approved by the City Manager and City Attorney. (AGMT NOS. 2018-002 AND 2018-003) 2. Approve an appropriation adjustment. (Requires rive affirmative votes) APPROPRIATION ADJUSTMENT NO. 2018-064 - Approve an appropriation adjustment recognizing $100,000 in Miscellaneous Revenue Expense Reimbursement account (no. 01102002-57000) and appropriate the same amount to the Community Development Agency's Economic Development Contract Services expenditure account (no. 01118810-62300) for the reimbursement agreement with Caribou Industries. 20D. APPROVE PURCHASE AGREEMENT OF VACANT LAND FOR FUTURE WATER WELL FACILITY (NON -GENERAL FUND) {STRATEGIC PLAN NO. 6, 1) — Public Works Agency MOTION: Authorize the City Manager and Clerk of the Council to execute a purchase agreement for the real property located at 651-657 E. Washington Avenue (APNs 398-150-02 and 398-152-16), and goodwill, if any, with Pacific Legacy Real Estate & Investments, Inc., in an amount of $1,083,750, subject to non -substantive changes approved by the City Manager and City Attorney: (AGMT NO. 2018-004) CITY COUNCIL MINUTES 1 0A 1 JANUARY 16, 2018 2. Approve an appropriation adjustment. (Requires rive affirmative votes) APPROPRIATION ADJUSTMENT NO. 2018-060 - Approve an Appropriation Adjustment recognizing $1,083,750 from prior year fund balance in the Public Works Water revenue account, and appropriating the same into the Water Utility Water Production and Supply expenditure account. SPECIFICATIONS - PURCHASE OF EQUIPMENT AND SERVICES 22A. CONTRACT AMENDMENT WITH GRAINGER, INC. FOR MAINTENANCE, REPAIR AND OPERATING TOOLS, EQUIPMENT AND SUPPLIES (SPEC. NO. 15-003) {STRATEGIC PLAN NO. 6, 2} - Finance and Management Services Agency MOTION: Amend the contract with Grainger, Inc. for the purchase of non -inventory maintenance, repair and operating tools, equipment and supplies by $45,000 for an annual amount not to exceed $130,000, subject to non -substantive changes approved by the City Manager and City Attorney. 22B. AWARD BLANKET ORDER CONTRACT TO HOME DEPOT FOR CONSTRUCTION, MAINTENANCE AND REPAIR MATERIALS AND SUPPLIES (SPEC. NO. 17-121) {STRATEGIC PLAN NO. 6, 21 - Finance and Management Services Agency MOTION., Award a contract to Home Depot for the purchase of construction, maintenance and repair materials and supplies for a two-year period with provision for three one-year renewals, in an annual amount not to exceed $125,000, exercisable by the City Manager, subject to non -substantive changes approved by the City Manager and City Attorney. 22C. AWARD BLANKET PURCHASE ORDER CONTRACTS FOR PROMOTIONAL ITEMS AND SERVICE AWARD (SPEC. NO. 17-125) {STRATEGIC PLAN NO. 7, 2} - Finance and Management Services Agency MOTION: Award blanket purchase order contracts for promotional items and service awards for a two-year period expiring January 31, 2020, with provisions for three one-year renewals exercisable by the City Manager, in an annual amount not to exceed $75,000, subject to CITY COUNCIL MINUTES 10A1- 1 2 JANUARY 16, 2018 non -substantive changes approved by the City Manager and City Attorney, with the following vendors: Vendor Location Authentic Promotions.com Carmichael Geri's Screenprinting, LLC San Bernardino Promotethis! Huntington Beach TIE Consulting, Inc. Rancho Cucamonga 23A. AWARD CONTRACT TO KLASSIC ENGINEERING & CONSTRUCTION, INC., FOR SANTA ANA REGIONAL TRANSPORTATION CENTER (SARTC) RESTROOM RENOVATION (PROJECT NO. 15-7538) {STRATEGIC PLAN NO. 6, 1 G} — Public Works Agency MOTION: 1. Award a contract to Klassic Engineering & Construction, Inc., the lowest responsible bidder, in accordance with the base bid plus Additive Alternates 1 and 2 in the total amount of $296,735, for the term beginning upon execution of the contract and ending upon project completion, for the Santa Ana Regional Transportation Center Restroom Renovation project, and authorize the City Manager and Clerk of the Council to execute the contract subject to non -substantive changes approved by the City Manager and the City Attorney. 2. Approve the Project Cost Analysis for a total estimated construction delivery cost of $370,919, which includes the contract base bid plus Additive Alternates 1 and 2, administration, inspection and testing, and an authorized contingency of $29,674. AGREEMENTS — PROFESSIONAL SERVICES AND OTHER CONTRACTUAL OBLIGATIONS 25A. AGREEMENT WITH U.S. NATIONAL CORPORATION FOR WATER PRODUCTION FACILITY PAINTING (RFP NO. 17-087) {STRATEGIC PLAN NO. 6, 2} — Public Works Agency MOTION: Authorize the City Manager and Clerk of the Council to execute an agreement with US National Corporation to provide water production facility painting for a three-year period beginning January 16, 2018, and expiring January 15, 2021, with provisions for a two - CITY COUNCIL MINUTES 10A'13 JANUARY 16, 2018 year renewal option exercisable by the City Manager and City Attorney, in an amount not to exceed $50,000 annually, for a total amount not to exceed $150,000 for the initial three-year period, subject to non -substantive changes approved by the City Manager and City Attorney. (AGMT NO. 2018-005) SERVICES AGREEMENT WITH SLOAN VAZQUEZ MCAFEE, fSTRATEGIC PIAN NO 4 1 R 51— Pi ffi ir, Wnrks Ananry Mayor Pro Tem Martinez, concerned for not receiving full consulting report from Sloan Vazquez, lack of a zero waste plan, and failure to bring consultants change of scope for approval; need to look at goals, innovative ideas, and new waste management consulting firm through a new request for proposal process. Councilmember Solorio, echoed comments by Mayor Pro Tem; concerned with lack of innovation, improvements to waste management services and fresh approach; have not had innovative ideas or savings. Councilmember Sarmiento, expressed support of retaining a new waste management -consulting firm, possible impact to the timeline; possibility of having current consultant address concerns directly with elected officials and discuss opportunities to incorporate innovative waste services. Executive Director of Public Works Agency, Fred Mousavipour, noted that retaining a new waste management consulting would delay the process; provided update on community outreach efforts; also, current consultant has ability to implement innovative waste services and address cost concerns. Councilmember Villegas, stated that elected officials have questions and expectations and should direct communication to the individuals who perform the work. Councilmember Benavides, opined necessity to demonstrate commitment to advancement and progressive initiatives within the City, and being more environmentally friendly; expressed concerns with retaining new waste management consultant - increased fees; need to accelerate waste management services contract. City Manager Godinez, noted that contract is complex, changing scope of work will increase timeframe; may require a Work Study Session to address policy objectives. Sloan Vazquez consultant noted that scope of work revisions have increased budget allocation; commitment to address any concerns raised. CITY COUNCIL MINUTES 10A111 4 JANUARY 16, 2018 7 Mayor Pulido, opined that revised request for proposal could be very specific but also allow bidders to bring forth new ideas and potential to retain a new waste management consultant; concerned with potential to have a higher cost contract awarded. SUBSTITUTE MOTION: Continue matter for two weeks to continue discussion, possibly cure issues raised at the dais and subsequently approve a revised contract for service. MOTION Sarmiento: VOTE: AYES: NOES: ABSTAIN ABSENT: *Motion failed. SECOND: Benavides Benavides, Sarmiento, Tinajero (3) Martinez, Pulido, Solorio, Villegas (4) None (0) None (0) ORIGINAL MOTION. Direct staff to release a new Request for Proposal to include zero -waste plan, seek input from stakeholders, report to include clear goals and objections, options for innovations and strict timeline. MOTION: Martinez SECOND: Villegas VOTE: AYES: Martinez, Pulido, Solorio, Villegas (4) NOES: Benavides, Sarmiento, Tinajero (3) ABSTAIN: None (0) ABSENT: None (0) 25C. AGREEMENT WITH QUESTICA INC. FOR THE CITYWIDE BUDGET MANAGEMENT SOFTWARE {STRATEGIC PLAN NO. 7, 5A & 5E} — Finance and Management Services Agency MOTION. Authorize the City Manager and Clerk of the Council to execute an agreement with Questica, Inc. for the implementation, maintenance and support of the Citywide Budget Management Software for an initial three-year term beginning January 16, 2018 through December 31, 2020, for an amount not -to -exceed $240,264 CITY COUNCIL MINUTES 10A'15 JANUARY 16, 2018 during the first year and an annual not -to -exceed amount of $30,520 thereafter with a provision for a two-year extension exercisable by the City Manager and the City Attorney, in an amount not -to -exceed $61,040 subject to non -substantive changes approved by the City Manager and the City Attorney. (AGMT NO. 2018-006) 25D. AGREEMENT WITH CHARTER COMMUNICATIONS OPERATING, LLC FOR DATA AND VIDEO COMMUNICATION SERVICES (STRATEGIC PLAN NO. 6, 1} — Information Technology Agency MOTION: Approve and authorize the City Manager and Clerk of the Council to execute the attached Agreement with Charter Communications Operating, LLC (doing business as Spectrum), for data and video communication services for a four-year period beginning January 1, 2017 through December 30, 2021 with three optional one-year renewals for an amount not to exceed $300,000 annually or $2,100,000 over the life of the agreement, subject to non - substantive changes and approved by the City Manager and City Attorney. (AGMT NO. 2018-007) 25E. AGREEMENT FOR SPECIAL LEGAL COUNSEL SERVICES WITH MANNING & KASS ELLROD RAMIREZ TRESTER, LLP RELATED TO POLICE LITIGATION AND PERSONNEL SERVICES {STRATEGIC PLAN NO. 1, 3, 4, 5} — City Attorney's Office Councilmember Sarmiento, motion to restructure agreement to a one-year period to allow termination of the agreement if it is determined performance does not meet expectations. City Attorney Carvalho, noted agreement retains the services of special litigation counsel, standard three-year agreement terms used, and agrees that case may be resolved in one-year. MOTION. Authorize the City Manager and the Clerk of the Council to execute an agreement with Manning & Kass Ellrod Ramirez Trester, LLP related to police litigation and personnel services, for a one year term from January 16, 2018 until January 15, 2019 subject to non - substantive changes approved by the City Manager and the City Attorney. (AGMT NO. 2018-008) MOTION: Sarmiento SECOND: Martinez VOTE: AYES: NOES: Benavides, Martinez, Solorio, Villegas (6) None (0) Pulido, Sarmiento, CITY COUNCIL MINUTES 1 0A 6 JANUARY 16, 2018 ABSTAIN: None (0) ABSENT: Tinajero (1) 25F. AGREEMENT WITH ORANGE COUNTY CONSERVATION CORPS FOR LITTER ABATEMENT AND RECYCLING SERVICES (GRANT FUNDED) {STRATEGIC PLAN NO. 5, 2) — Public Works Agency MOTION. Authorize the City Manager and Clerk of the Council to execute an agreement with the Orange County Conservation Corps for litter abatement and recycling services, for an 18 -month period beginning January 16, 2018, and ending on July 15, 2019, in the amount of $79,200, subject to non -substantive changes approved by the City Manager and City Attorney. (AGMT NO. 2018-009) 25G'. FIRST AMENDMENT TO THE MEMORANDUM OF UNDERSTANDING'. WITH THE SANTA ANA POLICE OFFICERS ASSOCIATION (SAPOA) {STRATEGIC PLAN. NO..4 6}, — Personnel Services Agency Councilmember Solorio, requested staff to clarify if agreement would not add additional short and long-term costs to the City, and potential for an appropriation; need to discuss multiple agreements simultaneously to ensure any cost increase could be addressed in its entirety and necessity to hear this matter in closed session. Interim Executive Director of Personnel Services, Ellen Smiley, noted agreement would not create additional cost as this is considered amended language to existing contract. MOTION. Continue consideration of matter for two (2) weeks. MOTION: Solorio VOTE: AYES NOES: ABSTAIN: ABSENT: SECOND: Villegas Benavides, Pulido, Sarmiento, Solorio, Villegas (5) Martinez (1) None (0) Tinajero (1) CITY COUNCIL MINUTES 1 0A 7 JANUARY 16, 2018 25H. PROFESSIONAL AGREEMENT WITH GARY LINNEMANN, M.D. TO PROVIDE DEPARTMENT OF TRANSPORTATION (DOT), PRE- EMPLOYMENT, POST -ACCIDENT, AND RANDOM DRUG AND ALCOHOL TESTING SERVICES. {STRATEGIC PLAN NO. 4, 61 — Personnel Services Agency MOTION: Authorize the City Manager and Clerk of Council to execute an agreement with Gary Linnemann, M.D., subject to non -substantive changes approved by the City Manager and City Attorney, to provide Department of Transportation (DOT), Pre-employment, Pre - assignment, Random, Reasonable Suspicion and Post Accident drug and alcohol testing services from November 16, 2017 through November 16, 2018 in an amount not to exceed $12,500. (AGMT NO. 2018-011) 251. AMENDMENT TO AGREEMENT WITH KNOWLWOOD ENTERPRISES, INC. FOR PROVIDING FOOD CONCESSION SERVICES AT THE SANTA ANA ZOO {STRATEGIC PLAN NO. 6, 1 B} — Parks, Recreation and Community Services Agency MOTION: Authorize the City Manager and Clerk of the Council to execute an amendment to the agreement with Knowlwood Enterprises, Inc., to extend the term of the agreement on a month-to- month basis for a period not to exceed six months for a monthly fee of $2,800, subject to non -substantive changes approved by the City Manager and City Attorney. (AGMT NO. 2018-012) 25J. AMENDMENT TO AGREEMENT WITH PROFESSIONAL SPORTS FIELD MAINTENANCE, INC. FOR INFIELD MAINTENANCE AND MISCELLANEOUS SERVICES {STRATEGIC PLAN NO. 6, 1 B} — Parks, Recreation and Community Services Agency MOTION: Authorize the City Manager and Clerk of the Council to execute an amendment to the agreement with Professional Sports Field Maintenance Services, Inc. for infield maintenance and miscellaneous services in District 4 by modifying the scope to provide additional services, executing the first of two, one-year extensions from February 1, 2018 through January 31, 2019 and increasing the agreement amount by $21,417, which includes a 10% contingency, subject to non -substantive changes approved by the City Manager and the City Attorney. (AGMT NO. 2018-013) 25K. AGREEMENTS WITH AZTECA SYSTEMS FOR ASSET MANAGEMENT SOFTWARE LICENSING AND MAINTENANCE; AND WITH WOOLPERT, INC. FOR DATA COLLECTION AND SOFTWARE CITY COUNCIL MINUTES 10A'-1 8 JANUARY 16, 2018 IMPLEMENTATION SERVICES {STRATEGIC PLAN NO. 6, 1} — Information Technology Agency and Public Works Agency MOTION: 1. Authorize the City Manager and Clerk of the Council to execute an agreement with Azteca Systems for licensing, maintenance, and support for specialized asset management software to be used in the Public Works Agency, for the three-year term beginning January 16, 2018, through January 15, 2021, in an amount not to exceed $75,000 per year, with the option to renew annually after the end of the initial term by payment of the fees for the next maintenance period, subject to non -substantive changes approved by the City Manager and City Attorney. (AGMT NO. 2018-014) 2. Authorize the City Manager and Clerk of the Council to execute an agreement with Woolpert, Inc., for the collection of asset inventory data and the implementation of specialized asset management software used in the Public Works Agency, for the three-year term beginning January 16, 2018, through January 15, 2021, with the option to renew for two additional two-year terms, exercisable by the City Manager and the City Attorney, in an amount not to exceed $966,033, which includes a contingency of $87,821, subject to non -substantive changes approved by the City Manager and City Attorney. (AGMT NO. 2018-015) TENTATIVE PARCEL/TRACT MAPS 32A. TENTATIVE TRACT MAP NO. 2017-02 TO SUBDIVIDE AN EXISTING PARCEL FOR SINGLE-FAMILY STRUCTURES AT 610 SOUTH NEWHOPE STREET - STEVEN JONES, APPLICANT {STRATEGIC PLAN NOS. 3, 2} — Planning and Building Services Agency MOTION: Receive and file the staff report approving Tentative Tract Map No. 2017-02 as conditioned. BUSINESS CALENDAR RESOLUTIONS 55A. FISCAL YEAR 2017 HOMELAND SECURITY GRANT PROGRAM FUNDING {STRATEGIC PLAN NO.1.2, 61 — Police Department CITY COUNCIL MINUTES 10A'i 9 JANUARY 16, 2018 MOTION. 1. Adopt a resolution. RESOLUTION NO. 2018-001 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING THE CITY MANAGER AND THE CHIEF OF POLICE OR THEIR DESIGNEE(S) TO ENTER INTO AN AGREEMENT WITH THE STATE OF CALIFORNIA GOVERNOR'S OFFICE OF EMERGENCY SERVICES FOR THE FY2017 URBAN AREA SECURITY INITIATIVE FUNDING PROGRAM 2. Direct the City Attorney to prepare and authorize the Chief of Police and the Clerk of the Council to enter into reimbursement agreements for all grant related program and project activities, to include planning, organization, equipment, training, exercise, and management and administration costs, with the County of Orange or any of the cities located in the designated Anaheim/Santa Ana Urban Area. (AGMT 140.2018-016) 3. Approve an appropriation adjustment. (Requires five affirmative votes) APPROPRIATION ADJUSTMENT NO. 2018-061 - Approve an Appropriation Adjustment recognizing $4,644,000 in the FY 2017 Urban Areas Security Initiative revenue account (no. 12514002- 52001) and appropriate same to expenditures accounts (nos. 12514407 -various). MOTION: Martinez VOTE: AYES: SECOND: Sarmiento Benavides, Martinez, Pulido, Sarmiento, Villegas (5) NOES: None (0) ABSTAIN: None (0) ABSENT: Solorio, Tinajero (2) 55B. RESOLUTION AND AUTHORIZATION TO CARRY OVER FUNDS TO THE 2019 FEDERAL TRANSPORTATION IMPROVEMENT PROGRAM {STRATEGIC PLAN NO. 6, 1 G) — Public Works Agency MOTION. CITY COUNCIL MINUTES 1 WtO JANUARY 16, 2018 1. Authorize the City Manager to submit selected projects to the Orange County Transportation Authority for inclusion into the 2019 Federal Transportation Improvement Program. 2. Adopt a resolution. RESOLUTION NO. 2018-002 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA CERTIFYING THAT THE CITY HAS THE RESOURCES TO FUND THE PROJECTS IN THE 2019 FEDERAL TRANSPORTATION IMPROVEMENT PROGRAM AND AFFIRMING THE CITY'S COMMITMENT TO IMPLEMENT ALL PROJECTS IN THE PROGRAM MOTION: Martinez VOTE: AYES: NOES: ABSTAIN: ABSENT: SECOND: Sarmiento Benavides, Martinez, Pulido, Sarmiento, Villegas (5) None (0) None (0) Solorio, Tinajero (2) 55C. AMEND AGREEMENT WITH CLR DESIGN TO EXPAND CONSULTANT DESIGN SERVICES FOR THE SANTA ANA ZOO GIANT RIVER OTTER EXHIBIT (PROJECT NO. 16-2658) {STRATEGIC PLAN NO. 6, 1G)— Parks, Recreation and Community Services Agency MOTION: 1. Authorize the City Manager and Clerk of the Council to amend the current Professional Services Agreement with CLR Design, expanding the Scope of Work to include architectural design for a primate trail system and habitat at the Santa Ana Zoo at Prentice Park and increasing the compensation by $134,760, for a total contract amount of $479,825, subject to non -substantive changes approved by the City Manager and City Attorney. (AGMT NO. 2018- 017) 2. Adopt a resolution. RESOLUTION NO. 2018-003 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING AN APPLICATION FOR LAND AND WATER CONSERVATION FUND ASSISTANCE FOR THE AMAZON'S EDGE EXPERIENCE PROJECT CITY COUNCIL MINUTES 1 OA z21 JANUARY 16, 2018 MOTION: Sarmiento VOTE: AYES: SECOND: Martinez Benavides, Martinez, Pulido, Sarmiento, Solorio, Villegas (6) NOES: None (0) ABSTAIN: None (0) ABSENT: Tinajero (1) 55D. AMEND CLASSIFICATION AND COMPENSATION PLAN AND ANNUAL BUDGET — ADDITION OF PRINCIPAL MANAGEMENT ANALYST AND ADMINISTRATIVE SECRETARY IN COMMUNITY DEVELOPMENT AGENCY AND CITY MANAGER'S OFFICE RESPECTIVELY {STRATEGIC PLAN NO. 7, 61 — Personnel Services Agency MOTION: Adopt a resolution. RESOLUTION NO. 2018-004 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA TO AMEND RESOLUTION NO, 2015-026 TO ADD THE POSITION OF ADMINISTRATIVE SECRETARY AND TO AMEND THE CURRENT ANNUAL BUDGET TO RECLASSIFY ONE SENIOR MANAGEMENT ANALYST POSITION IN THE COMMUNITY DEVELOPMENT AGENCY TO A PRINCIPAL MANAGEMENT ANALYST MOTION: Benavides SECOND: Martinez VOTE: AYES: Benavides, Martinez, Pulido, Solorio, Villegas (5) NOES: None (0) ABSTAIN: None (0) ABSENT: Sarmiento, Tinajero (2) 55E. AMEND EXECUTE MANAGEMENT CLASSIFICATION AND COMPENSATION PLAN — EXECUTIVE DIRECTORS {STRATEGIC PLAN NO. 7, 6} — Personnel Services Agency Councilmember Solorio, opined item should be heard in Closed Session, Clerk of the Council compensation should be considered separately, and expressed concern when grouping several compensation contracts together. CITY COUNCIL MINUTES 10A 222 JANUARY 16, 2018 City Attorney Carvalho, noted City Council may go into closed session and enter into negotiations with unrepresented employees, City Councils adoption of a Resolution that allowed some changes to be made automatically, and ability of City Council negotiate provision. Mayor Pro Tem Martinez, noted City Council approved Resolution and need for the City Council to bring Resolution back for reconsideration. MOTION: Continue consideration of matter to a future meeting. MOTION: Solorio SECOND: Pulido VOTE: AYES: Benavides, Pulido, Solorio, Villegas, Tinajero (5) NOES: Martinez (1) ABSTAIN: Sarmiento (1) ABSENT: None (0) REPORTS 65A. REVIEW OF REGULARLY SCHEDULED 2018 CITY COUNCIL MEETINGS AND AUTHORIZE COUNCIL COMMITTEES TO SET DATE AND TIME OF 2018 MEETINGS {STRATEGIC PLAN NO. 5, 1} - Clerk of the Council Office Agenda Item continued from the December 19, 2017 City Council Meeting. SUBSTITUTE MOTION: 1. Review calendar of regularly scheduled City Council Meetings in 2018. 2. Cancel August 7, 2018. 3. Direct staff to post Notice of Cancellation(s). The City Council hereby waives notice of said meetings as required by the government code. 4. Authorize City Council Committees, at their first meeting of the year, to set the date and time for their regular meetings in 2018. MOTION: Tinajero SECOND: Pulido VOTE: AYES: Benavides, Martinez, Pulido, Sarmiento, Solorio, Villegas, Tinajero (7) CITY COUNCIL MINUTES 1 OA323 JANUARY 16, 2018 NOES: None (0) ABSTAIN: None (0) ABSENT: None (0) 65B. DISCUSS OPTIONS AND APPROVE ISSUANCE OF THE SOLID WASTE SERVICES REQUEST FOR PROPOSALS {STRATEGIC PLAN NO. 4, 1} — Public Works Agency MOTION: Table matter. MOTION: Martinez VOTE: AYES: NOES: ABSTAIN: ABSENT: SECOND: Sarmiento Benavides, Martinez, Pulido, Sarmiento, Solorio, Villegas, Tinajero (7) None (0) None (0) None (0) 65C. RECEIVE AND FILE REPORT REGARDING PROPOSED SALES TAX LOAN AGREEMENT BETWEEN THE CITY OF SANTA ANA AND THE SANTA ANA AUTO DEALERS ASSOCIATION {STRATEGIC PLAN NO. 3, 3C} — Community Development Agency Councilmember Tinajero, noted loan to auto mall would be paid back to the City; City Council's previous vote in support of the loan; expressed desire to meet with auto mall to review loan terms. City Manager Godinez, noted that City needs to approve a Community Benefit statement for all subsidy projects; recommendation comes after review of use of general funds, but to restructure loan. Councilmember Sarmiento, opined auto mall is one of the largest revenue generators for the City, need to state for the record the City made a procedural error and will rectify. Councilmember Benavides, expressed concerned with staff recommendation which is contradictory to City Council action. Councilmember Solorio, commented that a typical 'receive and file' item is non -controversial, need to continue item to obtain legal clarification of issues, and supports compliance by holding a public hearing procedures. CITY COUNCIL MINUTES 10A!14 JANUARY 16, 2018 City Attorney Carvalho, noted that loan agreement is a type of subsidy thus public benefit analysis and public hearing required before loan documents may be executed. Mayor Pro Tem Martinez, noted her previous concerns and need for Public Benefit analysis. MOTION: Receive and file. MOTION: Solorio VOTE: AYES: NOES: ABSTAIN: ABSENT: SECOND: Benavides Benavides, Sarmiento, Solorio, Tinajero (4) Martinez, Villegas (2) Pulido (1) None (0) COUNCIL AGENDA ITEMS Pursuant to Santa Ana Charter Section 411, any member of the City Council may place items on the City Council Agenda to be considered by the City Council. 85A. DISCUSS AND PROVIDE STAFF DIRECTION REGARDING IMPACTS OF HOMELESSNESS THROUGHOUT THE CITY, AVAILABLE RESOURCES, AND POTENTIAL AND LEGAL REMEDIES (MAYOR PRO TEM MARTINEZ AND COUNCILMEMBERS SARMIENTO AND SOLORIO) Councilmember Sarmiento, noted goal is not to criminalize the homeless population, but to hold the County accountable, need to share responsibility with all Orange County cities, $2 million currently spent on Civic Center services, and Orange County expectation to clear the Santa Ana Riverbed; requested staff ascertain budget for homeless services, to develop plan to address homeless issue and standing to sue County. Councilmember Solorio, opined homelessness is at a crises level; over 7,000 calls for services as a result of homelessness, expressed the need to work with the County to find solutions; City of Anaheim's model on reporting metrics of homelessness, recent receipt of funds by City from Housing and Urban Development Agency focused on housing; seek reimbursement from the County for services. CITY COUNCIL MINUTES 1 OA 2e15 JANUARY 16, 2018 Mayor Pro Tem Martinez, expressed concern as to the amount of money used to address homelessness, loss of use of bike path and business corridors, and inability to continue expense levels; need to develop approach to recover expenses from the County. Councilmember Villegas, expressed support to negotiate with County , opposed to legal action. Councilmember Tinajero, opined homeless issue is complex problem; need to meet with County officials and city representatives to collective address homeless issue. Mayor Pulido, opined homeless issue is at its worst ever, need to step up efforts to gain control of the issue, City homelessness much higher than any other cities, and commented on potential impact of emptying Santa Ana Riverbed. City Attorney Carvalho, noted Santa Ana Riverbed population is over 600 important to community that County officials not direct them to the Civic Center Plaza area since it is at capacity. City Manager Godinez, stated that he has been in contact with County CEO on the matter. Councilmember Benavides, echoed Councilmember Villegas, comments, need to work with County to address issue and provided direction to prepare options and solutions to address homeless situation. 85B. DISCUSS AND PROVIDE STAFF DIRECTION REGARDING IMPLEMENTATION OF THE ADAPTIVE RE -USE ORDINANCE WITH RESPECT TO CALIFORNIA BUILDING CODE STANDARDS AND SEISMIC RETROFIT REQUIREMENTS (MAYOR PULIDO) Mayor withdrew item from the Agenda. RECESSED CITY COUNCIL MEETING AT 10:03 P.M. TO THE HOUSING AUTHORITY MEETING AND RECONVENED WITH SAME MEMBERS PRESENT AT 10:04 P.M. PUBLIC COMMENTS • Dale Helvig, expressed concern as to 2525 Main Residential Project and asked to meet with City Council individually. CITY COUNCIL MINUTES 10A!t6 JANUARY 16, 2018 • Jeff Dresser, Park Santiago resident, expressed opposition to 2525 Main Residential development. Noted developer failed to meet specific timelines. • Nathan Birnbaum, Boardmember for OC Needle Exchange Program, noted renewal of agreement to continue services in City of Santa Ana, and commitment to work with community, City of Santa Ana and Santa Ana Police Department. • Daniel Ramirez, resident of Park Santiago, expressed opposition to 2525 Main Street development. Requested City Council to hear community needs. 90A. CITY MANAGER'S COMMENTS • City Manager Godinez invited all to upcoming Groundbreaking at Pacific Electric event. 90B. CITY COUNCILMEMBER COMMENTS Councilmember Solorio: • Reported that on January 19, 2018 attended League of California Cities Policy Committee Meetings in Sacramento; • Noted upcoming competing events, expressed concern as to street racing, need to fill sworn officer vacancies, and opportunity of state budget grants, and need to review pension budget; need to commence citywide study. Councilmember Benavides: • Encouraged all to shop Santa Ana. Councilmember Sarmiento: • Wished all a Happy New Year; • Reflected on recent comments by US President Trump that are insensitive; request that staff receive desensitizing training. Councilmember Tinajero: • Summarized Public Safety Council Committee - crackdown on illegal cannabis shops, and need to govern in a dignified manner. Mayor Pro Tem Martinez: • Provided update on trip to Riverside to look at homeless services model, need for parking study and pilot program. Mayor Pulido: • Noted ongoing coyote problem and requested staff investigate possible solution including catch and release approach. ADJOURNED- 10:31 P.M. The next meeting of the City Council will be held on Tuesday, February 6, 2018 at 5:00 p.m. for the Closed Session CITY COUNCIL MINUTES 1 OA 27 JANUARY 16, 2018 Meeting immediately followed by the Regular Open Business Meeting at 5:45 p.m. in the Council Chamber, 22 Civic Center Plaza, Santa Ana, California — Adjourn in Memory of David Heney, Former City Employee Maria D. Huizar, Clerk of the Council FUTURE AGENDA ITEMS • Jail Reuse Study CITY COUNCIL MINUTES 10A 228 JANUARY 16, 2018 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: FEBRUARY 6, 2018 TITLE: RECEIVE AND FILE CERTIFICATION AND APPROVAL OF FINAL TRACT MAP NO. 17231 BY CITY ENGINEER (1584 WEST SANTA CLARA AVENUE) (STRATEGIC PLAN NO. 3,21 CITY MA ER RECOMMENDED ACTION Receive and file. DISCUSSION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER This action informs the City Council of the imminent approval of this subdivision based upon the Subdivision Map Act, and meeting of all the conditions of approval set by the City. The City Engineer has received Final Tract Map No. 17231 (City Tract Map No. 2012-02) for 1584 East Santa Clara Avenue (Exhibit 1) from Civic Santa Ana, LLC, a California limited liability company, and is in the process of reviewing the map for technical accuracy and final approval. This map approves subdividing land for a 23 -unit single-family development with new public streets at a site known as Sexlinger Farmhouse and Orchard. The General Plan land use designation for the site is Low Density Residential (LR -7) which allows single-family development. The Tentative Map No. 17231 was approved by the City Council on March 4, 2014. Pursuant to Section 34-183 of the Santa Ana Municipal Code, the City Engineer shall approve or disapprove this map within 10 days after the City Council meeting of February 6, 2018. STRATEGIC PLAN ALIGNMENT This item supports the City's efforts to meet Goal #3 - Economic Development, Objective #2 (create new opportunities for business/job growth and encourage private development through new General Plan and Zoning Ordinance policies). 17A-1 Certification and Approval by City Engineer Final Tract Map No. 17231 February 6, 2018 Page 2 Of 2 FISCAL IMPACT There is no fiscal impact associated with this action Fred Mousavipour Executive Director Public Works Agency Exhibit 1: Map 17A-2 TT �~ w w iN CURB AND GUTTER y� � z D ` z r PL SANTA CLARA AVENUE I 67' 80' 81 415.75' 8' 40' CURB AND IGUTTERie• % I 48• •4• 60' 60• 79.60' m''� CURB AND GUTTER LOT 23 LOT 22 LOT 21 LOT 20 LOT 1 6 I 50.09. 6p I'So. LOT 2 � U vt �-�-- - - ALO AVENUE 23 _ I6B• Z p r � e o 50.1e' 66 25,11• I J Q7m yLOT 41 B 6 LOT 3 I 16 LOT 17 LOT 18 I LOT 19 N 100• I46 F— wLOT 4 e 136 20.26'66' 6s•71.26 2z.9. � 98.,1• LOT 15 LOT 14 '>• N 3 e LOT 13 "'" o LOT 5 � I m U 40.22• '1 .2>. ^� LOT 12 Z 90.8!• \ D U JJ � — O 100.85• LOT 6 I !, 91 6).96' 40.2)' (� J a.;O 6' LOT 11 6M1. LOT 7 LOT 8 LOT 9 I il 23' 104.96• LOT 10 114.3' 63.2' 65' 6 101. W' 416.43' PL w IF w CURB AND GUTTER IV) AVALON AVENUE— Iz Io — J — PL EXHIBIT 1 Y SANTA ANA idle, I glia�' city ceenca TRACT MAP N0. 17231 Agenda Dole: P�' u 1584 E. SANTA CLARA AVENUE February 6, 2018 nB1L 9CPol) a.YNtt I ' A A 17A-4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: FEBRUARY 6, 2018 TITLE: APPROVE DESTRUCTION OF OBSOLETE CITY RECORDS {STRATEGIC PLAN NO. 6, 1} RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Approve the request for the destruction of obsolete records from the Planning and Building Agency in accordance with the retention schedule outlined in City Council Resolution 2013-014. DISCUSSION On April 1, 2013, the City Council approved Resolution 2013-014 outlining the records retention schedule for the agencies, departments, and offices of the City. City records are governed by the Public Records Act which provides the period in which records need to be retained. The Citywide Records Team compiled the Citywide Records Retention Schedule which sets forth the retention period for a particular record. The Municipal Code requires that the destruction of a City record be approved by the City Attorney. In accordance with Section 5B of the Citywide Records Retention Schedule Resolution, the City Attorney has approved the list of records proposed for destruction from the departments as outlined in the attached documents. The Citywide Records Retention Schedule has specific retention periods for many City documents. The Schedule is modeled after the California Secretary of State's sample for local government and incorporates other statutory periods applicable to Santa Ana. These are minimum retention periods. Each department makes discretionary decisions on whether to retain records past the minimum requirements. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #1 (Establish a comprehensive community engagement initiative to expand access to information and create opportunities for stakeholders to play an active role in discussing public policy and setting priorities). FISCAL IMPACT There is no fiscal impact associated with this item. Exhibit: 1. Request for Destruction of Records — Planning and Building Agency 19C-1 19C-2 MEMORANDUM ANDUM Kyle Nellesen To: Deputy City Attorney Date: January ] 0, 2018 Sona Mooradian From: Administrative Services Manager Laura Sullivan Prepared By: Sr. Office Assistant Subject: REQUEST FOR DESTRUCTION OF RECORDS The Planning and Building Agency, Code Enforcement Division, requests your consent to destroy the city records identified on the attached listing in accordance with the retention schedule outlined in City Council Resolution 2013-014. City of Santa Ana Obsolete records Destruction Schedule Planning and Building Agency — Code Enforcement 2017 Record Record Series Record Description Record Category Dates Inspection Notice & Repairs or demolitions to All up to Order of buildings or structures December Substandard 2010 Inspection Notice of Corrections and/or violations All up to Violation to be resolved prior to final December approval 2010 Investigation Violations Non-compliance with City All up to Notice Codes (specifically December Administrative Citations) 2011 Citations Notice To Notice to appear in court on Jan 1995 — and Case Appear Santa Ana Municipal Code Jan 2012 Files violations, inspection records �j�Th,ank you, 1W" Sona Mooradian Date Administrative Services Manager RECORDS DESTROYED Number of boxes CONSENT BY: Candida Nea e Interim Executive Director Planning and Building Agency APPROVED BY: pp �dzv i a1� y Scofa R. Carvalho Date City Attorney 19C-3 19C-4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: FEBRUARY 6, 2018 CLERK OF COUNCIL USE ONLY: TITLE: APPROVED QUARTERLY REPORT FOR HOUSING ❑ DIVISION PROJECTS AND ACTIVITIES 0 OCTOBER 2017 — DECEMBER 2017 0 {STRATEGIC PLAN NO. 5,3) RECOMMENDED ACTION As Recommended As Amended Ordinance on 1s' Reading Ordinance on 2ntl Reading Implementing Resolution Set Public Hearing For CONTINUED TO FILE NUMBER Receive and file the Quarterly Report for Housing Division Projects and Activities for the period of October 2017 — Decemebr 2017. COMMUNITY REDEVELOPMENT AND HOUSING COMMISSION ACTION At its regular meeting on January 24, 2018, by a vote of 7:0 (Frazier absent), the Community Redevelopment and Housing Commission approved the recommended action. This report for the quarter ending on December 31, 2017 provides statistics for all of the affordable housing projects and activities for the Housing Division. The report is divided into three sections: Loan Activity, Loan Portfolio Management and Monitoring, Affordable Housing Funds and Commitments, and Development Projects. Loan Activity Applications The Housing Division offers several different programs including down payment assistance for first-time homebuyers and rehabilitation loans for mobile homes, single-family, multi -family, and historic homes. Inquiries are received from the public and applications are mailed out, received and approved for these programs on a continual basis. Table 1 shows the number of inquiries, applications sent out, received and approved by type for the quarter and for the total fiscal year. 1913-1 Quarterly Report for Housing Division February 6, 2018 Page 2 Table 1: Applications Sent Out, Received & Approved Rehabilitation Loan Underwriting and Approval Progress For the rehabilitation loans, staff reviews applicant eligibility, verifies income and assets, and oversees underwriting to ensure compliance with program guidelines and requirements established by the funding source. In addition, staff conducts an inspection of the property, prepares a work write-up to determine rehabilitation work to be performed, and develops a budget for the work. Due to the complex funding requirements, applications may be in underwriting for several months. The length of time in underwriting is largely determined by the applicant's timely submittal of the necessary paperwork. Once approved, staff prepares all necessary loan documents, makes arrangements for loan execution, and reserves the required loan funds. During this quarter, one (1) mobile home loan was approved and three (3) inclusionary housing purchases at City Ventures were approved. Rehabilitation Program Construction Progress During this phase, homeowners receiving rehabilitation loans are guided through an open selection of contractors to complete the work on their homes. Each homeowner is given a list of contractors that have been screened by staff for license and insurance requirements. However, homeowners are allowed to select any contractor that meets these same requirements. Staff assists the homeowners with the evaluation of bids and selection of a contractor. Staff also monitors the construction work, approves payments to contractors, and tracks expenditures to ensure compliance with the loan agreement and program guidelines. At the end of this quarter, there was one (1) homeowner rehabilitation projects out to bid and four (4) under construction. Downpayment Assistance Program Progress For the downpayment assistance program, staff evaluates applicant eligibility and oversees underwriting to ensure compliance with program guidelines and requirements established by the U.S. Department of Housing and Urban Development (HUD). Applicants must meet established income requirements, complete an eight-hour pre -purchase counseling program from a HUD - approved agency, be pre -qualified for a first mortgage and have a minimum of three percent of the purchase price from their own savings. Other HUD requirements apply, including a current maximum sales price of $499,000 for a single family home or condo. The updated maximum sales price became effective on March 1, 2017. Additionally, the property needs to be in good condition and pass an inspection. During this quarter, staff conducted one (1) down payment assistance workshop in which a total of 21 people attended. 19D-2 Inquiries Applications Applications Applications Program Sent Out Received A roved Q2 Total Total Total Total Q2 Q2 Q2 FY FY FY FY Single -Family Rehabilitation 29 61 25 50 1 6 0 1 Mobile Home Rehabilitation 20 50 17 42 1 4 1 1 Multi -Family Rehabilitation 0 0 0 0 0 0 0 0 Historic Home Restoration 2 3 2 3 0 0 0 0 Homeownership 40 115 30 94 1 2 0 0 Rehabilitation Loan Underwriting and Approval Progress For the rehabilitation loans, staff reviews applicant eligibility, verifies income and assets, and oversees underwriting to ensure compliance with program guidelines and requirements established by the funding source. In addition, staff conducts an inspection of the property, prepares a work write-up to determine rehabilitation work to be performed, and develops a budget for the work. Due to the complex funding requirements, applications may be in underwriting for several months. The length of time in underwriting is largely determined by the applicant's timely submittal of the necessary paperwork. Once approved, staff prepares all necessary loan documents, makes arrangements for loan execution, and reserves the required loan funds. During this quarter, one (1) mobile home loan was approved and three (3) inclusionary housing purchases at City Ventures were approved. Rehabilitation Program Construction Progress During this phase, homeowners receiving rehabilitation loans are guided through an open selection of contractors to complete the work on their homes. Each homeowner is given a list of contractors that have been screened by staff for license and insurance requirements. However, homeowners are allowed to select any contractor that meets these same requirements. Staff assists the homeowners with the evaluation of bids and selection of a contractor. Staff also monitors the construction work, approves payments to contractors, and tracks expenditures to ensure compliance with the loan agreement and program guidelines. At the end of this quarter, there was one (1) homeowner rehabilitation projects out to bid and four (4) under construction. Downpayment Assistance Program Progress For the downpayment assistance program, staff evaluates applicant eligibility and oversees underwriting to ensure compliance with program guidelines and requirements established by the U.S. Department of Housing and Urban Development (HUD). Applicants must meet established income requirements, complete an eight-hour pre -purchase counseling program from a HUD - approved agency, be pre -qualified for a first mortgage and have a minimum of three percent of the purchase price from their own savings. Other HUD requirements apply, including a current maximum sales price of $499,000 for a single family home or condo. The updated maximum sales price became effective on March 1, 2017. Additionally, the property needs to be in good condition and pass an inspection. During this quarter, staff conducted one (1) down payment assistance workshop in which a total of 21 people attended. 19D-2 Quarterly Report for Housing Division February 6, 2018 Page 3 Loan Portfolio Management & Monitoring The Housing Division is responsible for managing the residential loan portfolio which includes all of the loans entered into by the City and Housing Authority acting as the Housing Successor Agency. As of the end of this quarter, the principal balance was $120,985,418. This is comprised of 409 loans of which 385 are deferred or residual receipt payment loans. As shown in Table 2, the loan portfolio generated $292,144 in payments of principal and interest during this quarter. Table 2: Portfolio Revenue Monitoring As part of the requirements for these funds, staff must monitor the owner -occupancy of single family homes that have received loans, and the building code compliance of units in rental projects with long-term affordability covenants. During this quarter, 72 owner -occupancy recertification letters were mailed and 67 were returned and processed. Staff also audited files for five (5) projects and conducted building code compliance inspections for 32 units in three (3) projects. Regulations require that only a sample of units be selected for inspection. Staff also inspects the grounds and common areas such as laundry rooms to ensure they also meet municipal code requirements. The grounds, common areas and all of the inspected units were found to be in compliance at the time of initial inspection. Available Funds for Affordable Housing Development Projects The City of Santa Ana and the Housing Authority acting as the Housing Successor Agency manages multiple sources of local, state and federal funds to promote and facilitate the development of affordable housing. As of December 31, 2017, a total of $6,230,070 is available for affordable housing development. Exhibit 1 provides a summary of the funds available as of the end of this quarter. 19D-3 Funding Sources HOME CDBG Redevelopment NSP CalHOME Loan Payoffs $10,074 $0 $0 $32,707 $0 Residual Receipts $156,550 $0 $32,648 $0 $0 Payments Amortized Loan $16,078 $7,488 $36,598 $0 $0 Payments Total For Q2 $182,702 $7,488 $69,246 $32,707 $0 Monitoring As part of the requirements for these funds, staff must monitor the owner -occupancy of single family homes that have received loans, and the building code compliance of units in rental projects with long-term affordability covenants. During this quarter, 72 owner -occupancy recertification letters were mailed and 67 were returned and processed. Staff also audited files for five (5) projects and conducted building code compliance inspections for 32 units in three (3) projects. Regulations require that only a sample of units be selected for inspection. Staff also inspects the grounds and common areas such as laundry rooms to ensure they also meet municipal code requirements. The grounds, common areas and all of the inspected units were found to be in compliance at the time of initial inspection. Available Funds for Affordable Housing Development Projects The City of Santa Ana and the Housing Authority acting as the Housing Successor Agency manages multiple sources of local, state and federal funds to promote and facilitate the development of affordable housing. As of December 31, 2017, a total of $6,230,070 is available for affordable housing development. Exhibit 1 provides a summary of the funds available as of the end of this quarter. 19D-3 Quarterly Report for Housing Division February 6, 2018 Page 4 Housing Opportunity Ordinance All in -lieu fees, penalties and other monies collected pursuant to the Housing Opportunity Ordinance, including interest, are deposited into the Inclusionary Housing Fund. Since inception, the Inclusionary Housing Fund has generated $10,563,306.35 to be used for the development of housing affordable to low and moderate income households, with a reasonable amount spent on administrative or related expenses associated with the administration of the Housing Opportunity Ordinance. To date, the Inclusionary Housing Fund has invested $6,075,000 towards the development of 107 affordable rental housing units in the City. In regards to affordable ownership housing units, a total of 23 inclusionary affordable homes have been produced and/or are under construction as a result of our Housing Opportunity Ordinance. Projects Under Development Below are brief summaries for projects under development. Exhibit 2 provides a development timeline for the larger development projects including the Depot at Santiago, the Orchard, the Santa Ana Arts Collective, First Street Apartments, Santa Ana Veterans Village, Aqua Housing, and Tiny Tim Plaza. NSP 1. 2 and 3 Programs The City will begin the final closeout of the NSP 1, 2, and 3 Programs and will reallocate the final program balance to the Community Development Block Grant (CDBG) Program. For Sale Infill Housing (4010 - 4026 E. McFadden Street) • Developer: Habitat for Humanity of Orange County • Description: Acquisition and new construction project comprised of five (5) affordable single- family homes to be sold to qualified low- to moderate -income buyers. • City Funds: Land provided by the Redevelopment Agency • Status: Project is currently under construction and expected to be completed in February 2018. Staff is working with the developer on the selection of qualified buyers. Depot at Santiago (923 N. Santiago Street) • Developer: C & C Development • Description: Acquisition, demolition and new construction project comprised of 69 affordable rental units, 1 manger's unit, a 3,000 SF community room, and 8,500 SF of retail space. • City Funds: HOME ($2,634,566), CDBG ($365,434), Eight (8) Project -Based Vouchers • Update: Construction commenced in April 2016 and is about 90% complete. Project is expected to be completed in February 2018. The Orchard (2151 E. First Street) • Developer: Community Development Partners with Mercy House as the service provider • Description: Acquisition and rehabilitation of former motel yielding 71 units of affordable permanent supportive housing with wrap-around supportive services for chronically homeless individuals in the City of Santa Ana, and 1 manager's unit. • City Funds: HOME ($1,199,869), 71 Project -Based Vouchers ($7,895,194) 1901-4 Quarterly Report for Housing Division February 6, 2018 Page 5 • Update: Construction commenced in January 2017 and is approximately 95% complete. Project is expected to be completed in January 2018. Santa Ana Arts Collective (1666 N. Main Street) • Developer: Meta Housing Corporation • Description: Acquisition, adaptive reuse and new construction project comprised of 57 affordable rental units designated for professional artists of all disciplines, and 1 manager's unit. • City Funds: Inclusionary Housing ($4,775,000), HOME ($2,219,760), CDBG ($500,000) • Update: Construction commenced on July 28, 2017 and the project is approximately 10% complete. First Street Apartments (1440 E. First Street) • Developer: AMCAL Multi -Housing, LLC. • Description: Demolition and new construction of an affordable multifamily apartment complex consisting of 68 units of rental housing serving very -low and extremely -low income families, and 1 manager's unit. • City Funds: Housing Successor Agency ($8,522,740), Eight (8) Project -Based Vouchers • Update: Housing Authority approved the Loan Agreement for the project on January 16, 2018. Santa Ana Veterans Village (3312 W. First Street) • Developer: Jamboree Housing Corporation with Step Up on Second as the service provider • Description: New construction of an affordable multifamily apartment complex consisting of 75 units of permanent supportive housing with wrap-around supportive services for HUD-VASH eligible homeless veterans in the City of Santa Ana, and 1 manager's unit. • City Funds: 75 HUD-VASH Project -Based Vouchers, HOME ($353,962) • Update: Jamboree Housing received an award of Special Needs Housing Program funds from the County of Orange for 20 of the 75 units ($2,912,000). With this additional financing, Jamboree will be applying for 9% Low Income Housing Tax Credits on February 28, 2018. Aqua Housing (317 E. 17th Street) • Developer: Community Development Partners with Mercy House as the service provider • Description: Acquisition, demolition and new construction of a former motel yielding 56 units of affordable permanent supportive housing with wrap-around supportive services for chronically homeless individuals in the City of Santa Ana, and 1 manager's unit. • City Funds: 56 Project -Based Vouchers • Update: Community Development Partners (CDP) received an award of Special Needs Housing Program funds from the County of Orange for 9 of the 56 units ($1,310,400). On January 16, 2018, CDP submitted an application for an Infill Infrastructure Grant Program funds from the California Department of Housing and Community Development. If successful, CDP will apply for 4% over-the-counter Low Income Housing Tax Credits. 19D-5 Quarterly Report for Housing Division February 6, 2018 Page 6 Tiny Tim Plaza (2223 West 5th Street) • Developer: Community Development Partners. • Description: New construction of an affordable multifamily apartment complex consisting of 51 units of rental housing serving very -low and extremely -low income families, and 1 manager's unit. • City Funds: Inclusionary Housing ($1,300,000), Housing Successor Agency ($4,700,000) • Update: CDP is currently pursuing other sources of financing to fill an estimated financial gap of approximately $11.7 million. On January 16, 2018, CDP submitted an application for Affordable Housing and Sustainable Communities grant funds and for Infill Infrastructure Grant Program funds from the California Department of Housing and Community Development. If successful, CDP will apply for 4% over-the-counter Low Income Housing Tax Credits. STRATEGIC PLAN ALIGNMENT The activities covered by this report allow the City to meet Goal # 5 - Community Health, Livability, Engagement & Sustainability, Objective # 3 (Facilitate diverse housing opportunities and support efforts to preserve and improve the livability of Santa Ana neighborhoods). FISCAL IMPACT There is no fiscal impact associated with this action. Robert M. Zur Schmi d Interim Executive Dir Community Development Agency Exhibits: 1. Available Funds for Affordable Housing Development Projects 2. Project Timelines 19D-6 rd Exhibit 1 Available Funds for Affordable Housing Development Projects As of December 31, 2017 Housing Successor Agency (Housing Authority) $13,992,189 Cash on Hand ($8,522,740) First Street Apartments Pre -Commitment Loan' ($4,700,000) Tiny Tim Plaza Conditional Pre -Commitment Loan 2 ($277,836) Habitat for Humanity Disposition and Development Agreement ($250.000) Administrative Costs Allowance 3 $241,613 Available Funds Inclusionary Housing Funds $5,645,431 Cash on Hand ° ($471,230) Santa Ana Arts Collective Project Costs e ($1,300,000) Tiny Tim Plaza Conditional Pre -Commitment Loan 2 ($345,875) Administrative Costs Allowance (CDA/PBA) $3,528,326 Available Funds HOME Program $1,839,903 Funds to Drawdown ($353.963) Santa Ana Veterans Village Pre -Commitment Loan $1,485,940 Available Funds to Drawdown CDBG Program (Acquisition/Rehabilitation Projects Only) $1,474,191 Funds to Drawdown ($500,000) Santa Ana Arts Collective Loan $974,191 Available Funds to Drawdown $6,230,070 Total Available Funds ' Approved by Housing Authority on January 16, 2018. 2 Approved by City Council/Housing Authority on June 20. 2017. 3 The Housing Successor Agency relies on available cash to fund the monitoring and compliance functions related to the farmer Redevelopment Agency's housing loans. 4 PR Broadslone Heritage Holdings, Phase I paid In -lieu teas in the amount of $2,712,304.10 In November 2017. ° Project costs only, $4.8M In loans approved by City Council paid on July 26, 2017. ° Approved by City Council on February 7, 2017. 19D-7 19D-8 EXHIBIT 2 Current Affordable Housing Development Project Timelines Depot at Santiago,- 923 N. Santiago St' Feb -13 RFP Issued for HOME/CDBG Funds May -13 Awarded HOME/CDBG Funds Jun -14 Planning Entitlements Approved Oct -14 RFQ Issued for PBVs Apr -15 Submitted Application for AHSC (Cap &Trade Funds) May -15 Awarded PBVs Jun -15 Awarded AHSC (Cap & Trade) Funds Sep -15 9% Tax Credits Awarded Nov -15 Relocation Plan Approved May -16 Building Permits Pulled/Construction Initiated Apr -18 Anticipated Construction Completion The Orchard -2151 E. First St Oct -15 Conditional Use Permit Approved Dec -15 RFP Issued for PBVs Feb -16 RFP Issued for HOME Funds Mar -16 Awarded PBVs Jun -16 Awarded HOME Funds Jul -16 4% Federal Tax Credit +Tax Exempt Bond Awarded Sep -16 Building Permits Pulled/Construction Initiated Feb -18 Anticipated Construction Completion Santa Ana Arts°Collective -1666 N. Main St Jun -15 RFP Issued Nov -15 Approved HOME/CDBG Funds Mar -16 Submitted Application for AHSC (Cap & Trade Funds) Sep -16 Awarded AHSC (Cap & Trade) Funds Nov -16 9% Tax Credits Awarded Dec -16 Relocation Plan Approved Jul -17 Final Loan Approved/ Close of Escrow Jul -17 Planning Entitlements Approved Jul -17 Building Permits Pulled/Construction Initiated Nov -18 Anticipated Construction Completion 19D-9 First Street Apartments -1440 E. First St Oct -15 Developer Submitted Request for Funds to CDA Apr -16 Planning Entitlements Approved Jun -17 Awarded Successor Agency Funds Jun -17 Relocation Plan Approved Sep -17 9% Tax Credits Awarded Jan -18 Final Housing Authority Loan Approved Feb -18 Anticipated Close of Escrow Santa Ana Veterans Village - 3312-W. First St Dec -16 RFP Issued for PBVs Apr -17 Approved HUD VASH PBVs Jun -17 Awarded HOME CHDO Funds Jun -17 Planning Entitlements Approved Jan -18 Awarded County Special Needs Housing Funds Feb -18 Anticipated Submittal of 9% Federal Tax Credit Application Jun -18 Anticipated Award of 9% Federal Tax Credits Aqua Housing - 317 E. 17th St Dec -16 RFP Issued for PBVs Apr -17 Approved PBVs Jun -17 Planning Entitlements Approved Jun -17 Approved Additional PBVs Jan -18 Awarded County Special Needs Housing Funds Jan -18 Submitted Application for HCD Infill Infrastructure Funds Jan -18 Developer is securing additional financing prior to submittal of Federal Tax Credit Application May -18 Anticipated Award of HCD Infill Infrastructure Funds Tiny Tim Plaza - 2223 W. 5th St Dec -16 Developer Submitted Request for Funds to CDA Jun -17 Awarded City and Successor Agency Funds Jan -18 Planning Entitlements Approved Jan -18 Submitted Application for AHSC (Cap & Trade Funds) Jan -18 Submitted Application for HCD Infill Infrastructure Funds Jan -18 Developer is securing additional financing prior to submittal of Federal Tax Credit Application May -18 Anticipated Award of HCD Infill Infrastructure Funds Jun -18 Anticipated Award of AHSC (Cap & Trade Funds) 19D-10 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: FEBRUARY 6, 2018 CLERK OF COUNCIL USE ONLY: TITLE: APPROVED RECEIVE AND FILE PUBLIC WORKS ❑ As Recommended AGENCY STATUS OF PROJECTS - ❑ As Amended MONTHLY CAPITAL IMPROVEMENT El Ordinance on 1" Reading PROGRAM EXECUTIVE REPORT FOR El Ordinance on 2nd Reading ❑ Implementing Resolution JANUARY 2018 ❑ Set Public Hearing For {STRATEGIC PLAN NO. 5, 1} CIT ANAGER ' RECOMMENDED ACTION Receive and file. DISCUSSION CONTINUED TO FILE NUMBER The January 2018 Capital Improvement Program (CIP) Executive Summary Schedule (Exhibit 1) provides departmental activity in alignment with the stated goals of the Strategic Plan. The report includes tasks, next steps, outcomes, and percentage completed for each project. The CIP Executive Summary Schedule is available on the City's website at: http://santa-ana/pwa/documents/ExecutiveMonthlyCIPUpdateJanuarv2018 pdf The following remarks are provided to note significant matters related to CIP projects: Walnut Pump Station Building Upgrades The Walnut Pump Station is nearing the end of construction. This facility, located in the City's Downtown area, is the heart of our water infrastructure, as it is critical to ensure we provide reliable and safe drinking water to our residents. Facility improvements include a new utility building, electrical; and mechanical and state-of-the-art controls to better serve and operate the facility. The new building houses pumps, an electrical room, storage area, workshop, water heater and compressor room, and ADA -accessible office space. The design of the facility was completed in close coordination with adjacent Santa Ana High School to ensure the building's facade is complementary. In addition, two practice tennis courts for the high school's use are provided. This project is the recipient of a Bronze Level sustainable infrastructure award by the Institute of Sustainable Infrastructure (ISI) which recognizes facilities across environmental, social and economic impacts. This project incorporates an innovative storm water management and reuse system which exemplifies the City's commitment to improve our environment and deliver quality projects to better serve the needs of our community. 19E-1 Monthly CIP Executive Report for January 2018 February 6, 2018 Page 2 Fairview Bridge and Street Improvements This project will replace the Fairview Street Bridge over the Santa Ana River and widen a section of Fairview Street from four lanes to six lanes. This past December, Caltrans authorized the City to proceed with the environmental and design efforts. Staff anticipates obtaining environmental clearance documents in the fall of 2018 and the design completed in summer 2019. This is an exciting infrastructure facility which will be designed with appropriate architectural features as opposed to a plain looking bridge. Staff would then pursue clearance and funding for right-of-way and construction. Warner Industrial Community Pavement Improvements Staff is excited to report that roadway reconstruction has been completed in the Warner Industrial Community Assessment District. The value of roadway reconstruction constitutes a majority of the $4M construction cost. This project was funded by a Public -Private Partnership so that privately raised funds could be used to offset insufficient city funds. The improvements are in city streets, and generally consist of fully reconstructed roadways along with concrete curbs, gutters, sidewalks, cross -gutters, driveway approaches, and curb ramps. The project is substantially complete with the exception of miscellaneous concrete work, surface utility adjustments, striping, and any follow-up work and punch -list items stemming from final inspection. The manner in which this project was funded may capture regional and national attention as an example of how to alternatively fund public improvements. Public Works staff is coordinating with the City Manager's office on scheduling special recognition of the two private individuals, Gail Fosler and Clarence Turner, who spearheaded the funding effort by the property owners. At this time, the recognition is tentatively scheduled for the April 17, 2018 City Council meeting. STRATEGIC PLAN ALIGNMENT This item supports the City's efforts to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #1 (establish a comprehensive community engagement initiative to expand access to information and create opportunities for stakeholders to play an active role in discussing public policy and setting priorities). FISCAL IMPACT There is no fiscal impact ciated with this item. 4--bI. Fred Mousavipour Executive Director Public Works Agency FM/WEG/LO Exhibit 1: CIP — Executive Summary Schedule 19E-2 � ISx 3 � III a� �■'ll I X J i+� N C a ?@ Z V a W G E F Q � S W N V u Q O < 0 88888888888888 o E88888888 88� Q Ot 0 a oo88w 8R meN °N8s 5f 9 9. 8 8n B�noN 5X 8nmffi Sao ItJA s .Y.ma` A mm ti N .. n.. �.�`..Q. 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Y j o 0 5 •g o f : E 2 c E 3 i o � g n 3 u '_' � ese 2 F nn�N 4444 W ffii v;F c c Y” c - n,9 >Un u N zo E a a 3 a as m`i 33.N+m iL4E �i.F z°o �a`a`�'�iWiri m U �ryy N 00 m Ol W W ! �Wp N p O o O ry b m h U� N n ti m ry N •1 W n W W W m�Y W N .�— | ! | ..�.. ., K/( �) !`;!!r!r| ¥k`/Sm&g|r �� � | ■ § 7 k � � k {r k §2 .. .._... .\. m 0 |(.RW....( {f{� § ...... AR.... t �\ ( k I!�■$\\7$a\7$$ - (]� m@� . §§§ : 00LA& -, &; -«■3 M / § � �ƒ |=k■■|!!■!�&)� / ( � ( � , ■ , § REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: FEBRUARY 6, 2018 TITLE: AWARD PURCHASE ORDER TO DEZURIK, INC., FOR MOTOR OPERATED BUTTERFLY VALVES (SPEC. NO. 17-134) {STATEGIC PLAN NO. 6, 2} :; CITY —/" RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 151 Reading ❑ Ordinance on 2"d Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize a one-time purchase and payment of purchase order to DeZURIK, Inc., for motor operated butterfly valves in the amount of $77,000, plus a $3,000 contingency, for a total amount not to exceed $80,000, subject to nonsubstantive changes approved by the City Manager and City Attorney. DISCUSSION The Public Works Agency Water Resources Division oversees and maintains the daily operations of a highly automated and complex water system consisting of pump stations, wells, reservoirs, and flow control valves. These operations require robust valves capable of moving automatically. From time to time these valves age, degrade, and lose hydraulic efficiency, requiring replacement. The Notice Inviting Bids was advertised on December 7, 2017, on the City's online bid management and publication system. A summary of the bid invitation and bids received is as follows: 406 Vendors were notified 16 Vendors downloaded the bid packet 3 Bids received 0 Bids received from Santa Ana vendors Three bids were received and opened on January 3, 2018, and evaluated. The results are as follows: Vendor Location Amount DeZURIK, Inc. Sartell, MN $ 76,421.69 Henry Pratt Company Aurora, IL $ 83,754.08 MRC Global Carson, CA $118,659.69 22A-1 Award Purchase Order for Motor Operated Butterfly Valves February 6, 2018 Page 2 The bid received from DeZURIK, Inc., is responsive to the specifications and meets the City's requirements. To allow for unanticipated charges, a $3,000 contingency has been included in the award amount. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 — Community Facilities & Infrastructure, Objective #2 (address deferred maintenance on City buildings and equipment). FISCAL IMPACT Funds in the amount of $80,000 are available in FY 2017-18 Water Utility Water Production and Supply account (No. 06017640-66400). 9,ze�L fZ �. Fred Mousavipour Executive Director Public Works Agency FM/NS/rr/sm/sp APPROVED AS TO FUNDS AND ACCOUNTS: AWN»aArAI1 Francisco Gutierrez Jam( Executive Director Finance & Management Services Agency 22A-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: FEBRUARY 6, 2018 TITLE: APPROVE CONTRACTS AMENDMENT FOR REPAIR OF HEATING -VENTILATION -AIR CONDITIONING SYSTEMS AT VARIOUS CITY FACILITIES (SPEC. NO. 15-114) (STRATEGIC PLAN NO. 6, 1C) MIT ` w_'Xcl =11111� RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1e Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Approve amendment to blanket purchase order contracts for heating -ventilation -air conditioning (HVAC) by changing the $100,000 allocation to each of the following vendors to an annual aggregate amount not to exceed $400,000 and allow all four vendors to conduct maintenance, repair and preventative inspections of HVAC systems equipment at all City facilities. Vendor Location ACCO Engineered Systems Glendale FM Thomas Air Conditioning, Inc. Brea Johnson Controls, Inc. Cypress Trane City of Industry DISCUSSION On March 15, 2016, the City Council awarded three-year blanket purchase order contracts with provision for one, one-year renewal option for HVAC repair services to four contractors: ACCO Engineered Systems, FM Thomas Air Conditioning, Inc., Johnson Controls, Inc. and Trane. Each vendor was allocated a not to exceed amount of $100,000 for a total annual amount of $400,000. Staff has been utilizing all four vendors; however, during the current contract term expiring March 15, 2018, the City had expended 100% of the $100,000 allocated to ACCO Engineered Systems. After examining payments to all four vendors, staff determined the reason for this was twofold. First: ACCO Engineered Systems expertise covers almost the entirety of HVAC related equipment for Police Administration and Jail Facility as well as City Hall. This resulted in ACCO Engineered Systems being awarded more HVAC systems equipment repair jobs. Second: the ACCO Engineered Systems contract for Police facilities includes a preventative maintenance and repair option while the other three contracts do not. 2213-1 Contracts Amendment for Repair of HVAC Systems February 6, 2018 Page 2 Multiple City facilities house large, specialized and aged HVAC systems equipment requiring ongoing expert maintenance inspections in order to realize their expected life cycle and prevent possible service disruption. Approval of the recommended action will authorize periodic preventative maintenance inspections of all HVAC systems equipment throughout the City. STRATEGIC PLAN ALIGNMENT Approval of this item supports City's efforts to meet Strategic Plan Goal #6 — Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy C (invest resources and technology to extend the service life of existing infrastructure to protect the City's investment and support a high quality of life standard). FISCAL IMPACT Funds for the second and third years of the contract as well as the one-year renewal period will be budgeted and made available in FY 2017-18 to FY 2019-20 (July 2019 — February 2020) as follows: ACCOUNT DESCRIPTION FY 2017-18 FY 2018-19 FY 2019-20 TOTAL 01114403-62300 Building & Facility $50,000 $100,000 $50,000 $200,000 07310100-62300 Building Maintenance $100,000 $200,000 $100,000 $400,000 06717650-62300 SARTC Operations $50,000 $100,000 $50,000 $200,000 TOTAL $200,000 $400,000 $200,000 $800,000 APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez v.xt (o%1) -73,) Executive Director Finance and Management Services Agency SS/sp 22B-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: FEBRUARY 6, 2018 TITLE: APPROVE AN AGREEMENT WITH STL LANDSCAPE INC. FOR INSTALLATION OF IRRIGATION CONTROLLERS IN THE CIVIC CENTER {STRATEGIC PLAN NO. 6, 113} RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 151 Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute an agreement with STL Landscape, Inc. to install irrigation controllers in an annual amount not to exceed $93,500, which includes a 10% contingency, for a term of six months from the date of agreement execution, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION Through the Civic Center Authority joint powers agreement with the County of Orange, the City of Santa Ana, Parks, Recreation and Community Services Agency (PRCSA) is responsible for providing grounds maintenance services in the Santa Ana Civic Center. As part of the services, the irrigation controllers are in need of replacement. This agreement would begin the multi -phase approach to replacing the controllers. The first phase would be to replace controllers #1 through #4 that are associated to the Police Department building 60 and 62, stadium parking structure and stadium. On November 1, 2017, a Request for Proposals (RFPs) was issued to solicit proposals for the Civic Center Irrigation Controller project. Two proposals were received. An evaluation committee consisting of one representative from the County of Orange, one representative from PRCSA Civic Center Maintenance and one from PRCSA General Maintenance reviewed and rated the proposals. The proposals were evaluated according to the criteria listed in the RFP, which includes firm/team experience, relevant project experience, scope understanding, references and fee. The results of the RFP evaluation were as follows: Vendor Score STL Landscape, Inc. 210 Aramexx Group, Inc. 190 25A-1 Agreement with STL Landscape, Inc. for the Installation of Irrigation Controllers in the Civic Center February 6, 2018 Page 2 Staff recommends entering into an agreement with STL Landscape, Inc. for a six-month period. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #6 - Community Facilities & Infrastructure, Objective #1 (Establish and maintain a Community Investment Plan for all City assets), Strategy B (Equitably maintain existing streets and associated assets in a state of good repair so they are clean, safe and aesthetically pleasing for all users). FISCAL IMPACT Funds are available in the following account for the specified year: Unit FY 17118 Capital Projects -Improvements Other Than Building (no. 07413260-66220) $93,500 Gerardo Mouet Executive Director Parks; Recreation and Community Services Agency APPROVED AS TO FUNDS AND ACCOUNT: Francisco Gutierrezu Executive Director Finance and Management Services Agency EXHIBIT: 1. Agreement — STL Landscape, Inc. 25A-2 AGREEMENT FOR IRRIGATION CONTROL SERVICES WITH STL LANDSCAPE, INC. (CIVIC CENTER) THIS AGREEMENT is made and entered into this 6th day of February, 2018 by and between STL Landscape, Inc.; 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. On November 1, 2017, the City issued Request for Proposal ("RFP") No. 17-127, by which it sought proposals from qualified firms to complete a Civic Center Irrigation project to replace irrigation controllers associated to the police department, the stadium parking structure and the stadium. B. Contractor submitted a responsive proposal that was selected by the City. Contractor represents that it is able and willing to provide such services regarding the irrigation project to the City described in the scope of work that is attached to this Agreement and identified as Exhibit A. 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 firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Contractor shall perform the irrigation project, as set forth in Exhibit A, and incorporated by reference to this Agreement. Contractor's proposal dated December 8, 2017, is also incorporated by reference as though fully set forth herein. 2. COMPENSATION a. City agrees to pay, and Contractor agrees to accept as total payment for its services, the rates and charges identified in Exhibit B and incorporated by reference to this Agreement. The total amount to be expended for services during the term of this Agreement, shall not exceed $93,500:' The sum of this amount includes a contingency of up -to $8;500 for services as may be performed by Contractor at the sole discretion of City. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on February 7, 2018 and terminate on August 7, 2018, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ("Documents & Data"). Contractor shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act Page 2 of 8 or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the CITY, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary with respect to insurance or self-insurance programs maintained by the CITY; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the California Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Contractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect, by Contractor, without thirty (30) days prior written notice to the City. (iv) Contractor shall supply City with a fully executed additional insured endorsement. f If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by'the City. Page 3 of 8 7. INDEMNIFICATION Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, Contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Contractor or its Contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product of documents provided by Contractor to the City pursuant to this Agreement. 9. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. Page 4 of 8 MW 10. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 12. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714- 647-6956 With courtesy copies to: Gerardo Mouet, Executive Director Parks, Recreation and Community Services Agency City of Santa Ana 20 Civic Center Plaza (M-23) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647-4211 Page 5 of 8 F ,: r 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: STL Landscape, Inc. 8122 Compton Ave. Los Angeles, CA 90001 Fax: 323-581-8155 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. hi the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractors retained by City. Page 6 of 8 WAV 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 16. NON-DISCRIMINATION Contractor shall not discriminate because of race, color, creed, relation, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 17. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES 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. Page 7 of 8 19. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 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:Joan A LAURA A. ROSSINI Senior Assistant City Attorney 4161WIR 140AMW Gerardo Monet Executive Director, Parks, Recreation and Community Services Agency CITY OF SANTA ANA RAUL GODINEZ II City Manager STL LANDSCAPE, INC. By: Title: Page 8 of 8 EXHIBrF A SCOPE OF WORK AND PLANS Appendix ATTACHMENT 1 SCOPE OF WORK CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR CIVIC CENTER EMGATION PROJECT RFP NO.: 17-127 IRRIGATION SYSTEM PART 1 -GENERAL 1.0 SUMMARY EXHIBIT A A. This section covers the furnishings of all materials and performing all operations to provide a complete operable landscape irrigation system as shown on the drawings including the following: 1. Trenching, stockpiling excavated materials and refilling trenches. 2. Irrigation system components including but not limited to: piping, backflow prevention devices and enclosures, valves, fittings, controllers, wiring and final adjustments as determined by the architect to insure efficient and uniform distribution. 3. Testing and inspection of irrigation system. 4. Clean-up and maintenance B. The conditions of the Contract and Division 1 apply to this section as fully as if repeated herein. 1.1 GENERAL A. Code Requirements shall be those of State and Municipal Codes and Regulations locally governing this work, providing that any requirements of the Drawings and Specifications, not conflicting therewith but exceeding the Code Requirements shall govern, unless written permission to the contrary is granted by the Architect. B. Conform to the requirements of the reference information listed below except where more stringent requirements are shown or specified in the most current set of construction documents: 1. American Society for Testing Material (ASTM), for test methods specifically referenced in this section. 2. Underwriter's Laboratories (UL), for UL wires and cables. C. Work involving substantial plumbing for installation of copper piping, backflow prevention devices and other related work shall be executed by a licensed and bonded plumbing contractor. Any necessary permits shall be obtained prior to beginning work. D. Specified depths of pressure supply lines as stated in this section are minimums. Settlement of trenches lower than grades specified on the final grading plans is cause for removal of finish grade treatment, refilling trenches, compacting and repairing of finish grade treatment. E. Follow current printed manufacturer's specifications and drawings for items or information not specified or graphically indicated in the most current set of construction drawings. F. Scaled dimensions are approximate and at times it is not possible to indicate offsets, fittings and other related equipment graphically on the construction drawings. Contractor shall be responsible for minor changes caused by actual site conditions. Before proceeding with any work, the Contractor shall carefully check and verify all dimensions of related architectural elements, utilities and landscaping and furnish and install required fittings. G. Do not install the conduits and irrigation equipment as shown on the construction drawings when it is obvious that actual field conditions such as physical obstructions, grading discrepancies and field dimensions vary from those recorded on the construction drawings. Immediately bring any such discrepancies to the attention of the The City of Santa Ana authorized representative prior to proceeding with work. If immediate notification is not given and such discrepancies exist, the contractor shall assume full responsibility for necessary revisions, as determined by The City of Santa Ana. H. It is the intent of the drawings and specifications to describe the intended work. If the plans or specifications are felt in any way to be incomplete, misdirecting, conflicting or subject to misinterpretation, it is the contractor's responsibility to bring these concerns to The City of Santa Ana authorized representative's attention before bidding. If he fails to do so, the contractor must accept the Architect's interpretation and assume any possible related financial impact. I. All central control system communication cable installation and splicing or radio communication shall be tested and certified in writing by CalSense representative and shall also be tested on line with the central computer. 1.2 EXISTING FIELD CONDITIONS A. Preserve and protect all existing trees, plants, monuments, structures, hardscape and architectural elements from damage due to work in this section. In the event that damage does occur to inanimate object and structures, the contractor will repair or replace such damage to the satisfaction of The City of Santa Ana authorized representative. The contractor at the contractor's expense will replace damage or injury to living plant material. B. Trenching or other work required in this section under the limb spread of existing trees shall be done by hand or by other methods to prevent damage or harm to limbs, branches, and roots. C. Trenching in areas where root diameter exceeds 2 inches shall be done by hand. Exposed roots of this size shall be heavily wrapped with moistened burlap to avoid scarring or excessive drying. Where a trenching machine is operated in proximity to roots that are less than 2 inches, the wall of the trench shall be hand trimmed, making clean cuts through roots. D. Trenches adjacent to or under existing trees shall be closed within 24 hours, and when this is not possible, the side of trench closest to the tree or trees affected shall be covered with moistened burlap. E. Protect, maintain, and coordinate work with other contracts, specifications, trades, and utilities. Extreme care shall be exercised in excavating and working in the area due to existing utilities. Contractor shall be responsible for damages caused by their operations. In the event that damage does occur, the contractor shall pay the costs of such repairs unless other arrangements have been made with The City of Santa Ana. Use caution where trenches and piping cross existing roadways, sidewalks, hardscape, paths or curbs. In the event that damage does occur, the contractor will repair such damage at the contractor's expense. 1.3 REQUIRED DOCUMENTS A. Submittals Submit (6) six sets of all irrigation equipment to be used, manufacturer's brochures, service manuals, guarantees, and operating instructions for approval to the architect prior to beginning work. Submittals should be in a bound form complete with table of contents. The contractor shall not proceed with work in the field until the architect approves this submittal in its entirety. B. Service Manuals The Contractor shall furnish (4) four service manuals to the owner prior to scheduling a walk through for substantial completion. Manuals shall be submitted in a bound form complete with a table of contents, copy of contractor's warranty, and workmanship form on company letterhead and shall contain complete enlarged drawings of all equipment installed showing component warranties and catalog numbers together with the manufacturer's name and address. Manuals shall include operation instructions. Manuals shall be subject to approval by The City of Santa Ana authorized representative as to completeness. C. Record Drawings/Asbuilts These drawings shall also serve as work progress sheets and shall be the basis for measurement and payment for work completed. These drawings shall be available at all times during site reviews and shall be kept in a location designated by The City of Santa Ana authorized representative. Should the as -built blue line progress prints not be available for review or not be up to date at he time of any site reviews, it will be assumed no work has been completed and the contractor will be assessed the cost of that site visit at the current billing rate of the Architect. No subsequent site visits will take place until payment of that assessment. 2. Before beginning work in the field, the contractor shall secure a complete set of irrigation plans, details, and specifications on diazo Mylar at the original scale or electronic CADD drawings. The contractor shall be responsible for making a set of blue line prints for every week on the project. 3. Make neat and legible notations on the as -built progress sheets daily as the work proceeds, showing the work as actually installed. Should equipment location differ from the plan, indicate the new location in a graphic manner matching the original symbols in the irrigation legend. 4. Dimension from two permanent points of reference (building corners, fixed hardscape corners, road intersections, permanent existing utilities) the location of the following items: (1) Water meters (2) Connection to existing water lines (3) Back flow Prevention Device (4) Flow Sensors (5) Master Valves (6) Conduit routing (7) Controllers/Field Satellite Units (8) Grounding rods (9) Control wire routing ( if routed separately from pressure supply line) (10) Pull boxes (11) Splice boxes (12) Other equipment as directed by the architect. 5. Prior to scheduling a walk through for substantial completion, provide a record set of field as -built drawings as described above to the architect for review. After review, the architect will return the as -built set to the field foreman requesting further information or will notify the owner that the record set of field as -built drawings are complete. After approval from the owner, a walk through for substantial completion may be scheduled. 6. The contractor is responsible for delivering the final set of as -built drawings to The City of Santa Ana authorized representative prior to initiating the maintenance period. D. Operation and Maintenance Manuals: Prepare and deliver to the Architect within 10 calendar days prior to completion of construction, two hard cover three ring binders containing the following: 2. Index sheet, stating Contractor's address and telephone number City of �pT� A�P 17-127 3. List of equipment, with name and addresses of local manufacturer representative. 4. Catalog and part sheets on material and equipment installed under this contract. 5. Guarantee statement 6. Complete operating and maintenance instructions for all major equipment. 1.4 MAINTENANCE A. The maintenance period for irrigation shall begin after the architect provides a certificate of completion to the owner. B. The Contractor shall warrant materials against defects and guarantee workmanship for the period specified under the maintenance agreement. The Contractor shall be responsible for coordinating warranty items with manufacturer/distributor and owner. C. Settlement of trenches, which may occur during the maintenance period, will be repaired by the contractor at no expense to the owner. D. Repairs required due to vandalism before the end of the maintenance period will be performed at the contractor's expense. E. Prior to a release of responsibility at the end of the maintenance period, the contractor shall schedule a walk through with The City of Santa Ana authorized representative and disclose and provide the following: 1. Two (2) sets of the required tools for removing, disassembling and adjusting electric master control valve used on the project. 2. Two (2) keys for each controller unit. F. Guarantee: Submit written guarantee, in approved form, that all work showing defects in materials or workmanship will be repaired or replaced at no cost to the owner for a period of one (1) year from date of acceptance by the owner's authorized representative. 2. The guarantee form shall be retyped onto the contractor's letterhead and contain the following information: Guarantee for irrigation system — (insert Name of Project) We hereby guarantee that the irrigation system we have furnished and installed for (Insert Project Name) is free from defects in materials and workmanship, and the work as been completed in accordance with the drawings and specification, ordinary wear and tear and unusual abuse, or neglect accepted. We agree to repair or replace any defects in material or workmanship which may develop during the period of one (1) year from date of acceptance and including the repair or replacement of damage resulting from repairing or replacing of such defects at no additional cost o the owner. We shall make such repairs or replacements within a reasonable time as determined by the owner after receipt of written notice. In the event of our failure to make such repairs or replacements within a reasonable time after receipt of such written notice form The City of Santa Ana, we authorize The City of Santa Ana to proceed to have said repairs or replacements made at our expense and we will pay for the costs and charges therefore upon demand. 17-127 Project Name: Location (Legal Description of the Project Property): Owner: Landscape Architect: Landscape Contractor: Signed: Title: Date of Signature: Address: PART2-PRODUCTS 2.0 SLEEVES AND CONDUIT: Telephone number (_) A. All sleeves for pressure supply line and non- pressure supply line shall be twice the nominal size of the pipe within. B. Sleeves and Conduit material: 1. PVC SCH 40 for 1"-2 1/2" pressure supply line. 2. PVC SCH40 for 3" and larger pressure supply line. 3. PVC SCH 40 for non- pressure lines. 4. One 2" PVC SCH 40 for wire conduit for up to 20 wires. 5. One 4" PVC SCH 40 wire conduit for 21 to 40 wires. 6. One 3/4" PVC SCH 40 -wire conduit for flow sensing cable. 7. One 3/4" PVC SCH 40 -wire conduit for master valve wire. a) Flow sensing cable and master valve wires shall be installed in their own conduit separate and apart from all other wires. 2.1 BRASS PIPE AND FITTINGS: A. Brass pipe shall be regular weight, 85% red brass, ANSI Schedule 40 screwed pipe. B. Fittings: Medium brass, screwed at 125 -pound class. 2.2 BACK-FLOW PREVENTION DEVICE A. Back-flow Prevention Device: As specified on the drawings. 2.3 FLOW SENSORS A. Flow Sensors: As specified on drawings. 2.4 FLOW SENSORS CABLE A. PVC jacketed two conductor cables. The conductors shall be 16 AWG 7 strand annealed copper, conforming to ASTM B-3 and B-8 with heat and moisture resistant PVC, covered with a .004 wall of City of i V 17-127 stabilizing nylon conforming to UL 83 heated at 90 degrees Celsius. The conductors shall be twisted and encased in a single outer jacket of .050" nominal wall of sunlight and moisture resistant PVC conforming to UL, ICEA and NEMA standards. The two conductors shall be color coded with one conductor yellow and the other gray as manufactured by Arizona Electrical Fabricators model #9516-2SP. 2.5 MASTER VALVES A. Master Valves: Griswold 2250 Solenoid/Pressure Reducing/Surge Anticipation Valve, sized as specified on drawings. 2.6 VALVE BOXES A. Flow Sensors, Grounding Rods, Communication Cable Splices, and Wire Splices: Carson #910-12. B. Master Valves: Carson #1419-13B. 2.7 AUTOMATIC CONTROLLER UNIT A. Automatic Controller unit as specified on drawings. Automatic controllers and related equipment will be provided by The City of Santa Ana. 2.8 ELECTRIC CONTROL VALVE WIRE A. Low Voltage: B. AWG OF UL approved No. 14 direct burial copper wire for all control wires and No. 14 direct burial copper wire for all common wires. Wire Colors: a) CommonWires- White. b) Master Valve Wires- Blue. 2. Wire Splice Connectors: Rain Bird Pentite Connectors or approved equal. C. High Voltage: Type required by local codes and ordinances, of proper size to accommodate needs of equipment serviced. 2.9 SAND BEDDING A. Sand bedding shall be construction grade. PART 3 - EXECUTION 3.0 PREPARATION A. Examine field conditions prior to beginning work described in this section. Grading operations shall be completed and approved prior to beginning work. B. Verify all sleeve locations prior to beginning work in this section. Flag all existing sleeves and conduits installed by other trades. Report any conflicts and discrepancies to The City of Santa Ana authorized representative immediately. C. Mark with powdered lime or marking paint routing of the conduits and stake the location of the pull and splice boxes. The City of Santa Ana authorized representative shall review staking and direct any necessary changes with the contractor prior to proceeding. City ofIN—TIP 17-127 D. Install sleeves, to accommodate pipes and wires, under paving, hardscape areas, sidewalks, and paths. Compact back fill around sleeves to 95% Modified Proctor Density within 2% of optimum moisture contents in accordance with ASTM D1557. 3.1 EXCAVATION AND BACK FILL OF TRENCHES A. Trench excavation shall as much as possible follow the layout shown on the drawings. Trenches shall be straight in alignment and support pipe continuously on bottom of trench. Remove rocks and debris greater than 1" in diameter. Over excavate as required for bedding material. B. Depth of Trench (in landscape areas): 1. 12" minimum depth for Master Valve Conduit and Flow Sensor Conduit shall be laid on the trench with a 4" separation. Provide locator tape 6" above the conduits. 2. C. Depth of Trench (under asphalt paving or concrete): 1. Mater Valve and Flow Sensor Conduit: 24" from top of pipe to aggregate base. a) Conduits located under asphalt paving or concrete shall be installed with the appropriate sized sleeve and back fill with sand bedding (6" below pipe and 6" above pipe). b) Compact back fill material in 6" lifts at 90% maximum density determined in accordance with ASTM D1557 using manual or mechanical tamping device. C) Flooding instead of tamping will not be allowed. d) Under no circumstances shall truck wheels be used to compact backfill. D. Width of Trench: 7" minimum. E. Boring: 1. Boring will only be permitted where pipe must pass under an obstruction that cannot be avoided or removed. Back fill shall match surrounding soil density and grain. Boring under existing paving, sidewalks, or hard-scape may be permitted at contractor's own risk. Contractor is responsible for any repairs or damage to such items at their own expense. Back fill: 1. Back fill of trenches may not be done until The City of Santa Ana authorized representative has reviewed the installation of the conduit. a) Material: Excavated material is generally considered to be adequate for back fill operations. Before beginning the back fill operation, insure that back fill material is free from debris and rocks greater than 1" in diameter, and is not mixed with topsoil. These materials after separated from back fill, shall be legally disposed of at contractor's expense. G. Bedding: Bed pressure conduits with construction grade sand 6" above and 6" below pipe. Remaining back fill may be as described above. a) Bed all master valve and flow sensor conduit with construction grade sand 6" above and 6" below wires. b) When back fill, slightly mound filled trenches for settlement after back fill is compacted. Compact back fill to a 90% maximum density in accordance with ASTM D1557 with a mechanical tamper. Do not leave trenches open for a period greater than 48 hours. Open trenches shall be protected in accordance with current OSHA regulations. C) Smooth trenches to finish grade prior to requesting a walk through for substantial completion with The City of Santa Ana authorized representative. 3.2 POINT OF CONNECTION(S) A. Point of connection shall be approximately as shown on drawings. Connect new underground piping and valves and provide all flanges, adapters, or other necessary fittings. 3.3 INSTALLATION OF COPPER PIPE A. Copper piping shall be cut by a power hacksaw, a circular cutting machine using an abrasive wheel, or by means of a hand hacksaw. No piping shall be cut with a metallic wheel cutter of any description. All pipes shall be reamed and rough edges or burrs removed so that a smooth and unobstructed flow is obtained. B. Eccentric reducing fittings shall be used where any change in pipe size occurs. Bushings shall not be used unless specifically authorized by the architect. C. Apply emery cloth to all pipe ends and wipe with clean cloth prior to solder welding pipe end to fitting. Apply an even layer of flux along area to be soldered and apply solder uniformly around joint and let cool. After cooling lightly apply emery cloth along soldered area until smooth. D. All exposed piping under structural slabs shall be stenciled with "Irrigation Main" or "Irrigation Lateral" as required, at ten foot (10) intervals in black lettering, 3/4" minimum high. 3.4 INSTALLATION OF BRASS PIPE A. Brass piping shall be cut by a power hacksaw, a circular cutting machine using an abrasive wheel, or by means of a hand hacksaw. All pipes shall be reamed and rough edges or burrs removed so that a smooth and unobstructed flow is obtained. B. Eccentric reducing fittings shall be used where any change in pipe size occurs. Bushings shall not be used unless specifically authorized by the architect. C. Joint compound shall be carefully and smoothly placed on the male thread only. All screwed joints must be tightened with tongs or wrenches. Caulking of any kind will not be permitted. D. All exposed piping under structural slabs shall be stenciled with "Irrigation Main" or "Irrigation Lateral" as required, at ten foot (10') intervals in black lettering, 3/4" minimum high. 3.5 BACKFLOW PREVENTION DEVICE A. Install Backflow prevention device and associated equipment at the location as specified on drawings. B. Coordinate installation with local governing codes and ordinances. 3.6 FLOW SENSORS A. Install flow sensors as specified on drawings. B. Install flow -sensing cable in a separate conduit and connect to terminal strip at controller. 3.7 MASTER VALVES A. Install master valves as specified on drawings. B. Install master valve wire in a separate conduit and connect to terminal strip at controller. 3.8 VALVE BOXES A. Install valve boxes with each type of irrigation equipment so that top of valve box is above finish grade as specified on the detail drawings. Valve box extensions are acceptable for master valve. B. Place gravel sump below and around each valve box prior to installing valve box as specified on the drawings. Place remaining portion of gravel inside valve box allowing full access in and around all fittings. Valve box shall be fully supported by gravel sump. No brick or wood supports are allowed. C. Brand valve box lid of associated equipment as follows: 1. Master Valve box lid with: "MV" 2. Flow Sensor valve box lid with: "FS" AR" 3. Wire Splice box lid with the letters "WS" 4. Grounding rod valve box lid with the letters "GR" a) Letter and number size of brand shall be no less than 1" and no greater than 1 1/2" in height and shall be 1/8" maximum in depth. Provide sample branding to The City of Santa Ana authorized representative prior to commencement of work. b) Walk through for substantial completion will not be allowed until all branding is complete. 3.9 AUTOMATIC CONTROLLER UNIT A. Verify electrical power at location of automatic controller unit prior to installation of automatic controller unit. Notify The City of Santa Ana authorized representative immediately if power source is not available. B. Hardwire controller to the on/off switch and existing power source. Controller shall not be plugged into socket provided for other equipment. C. Install automatic controller unit where shown on drawings per manufacturer's specifications. Controller shall be tested with complete electrical connections. The Contractor shall be responsible for temporary power to the Controller for operation and testing purposes. D. Connect flow sensing and master valve wiring to controller unit. E. Install a separate ground wire for each controller unit as specified on the drawings. F. Above ground conduit shall be rigid galvanized pipe with the appropriate fittings. Below ground conduit shall be PVC SCH 80 electrical conduit pipe with appropriate fittings. G. Each automatic controller unit shall be completely operable prior to scheduling a walk through for substantial completion. 3.10 ELECTRICAL WIRE A. Water Tight Electrical Connectors: 1. Insulator tube shall be filled with a non hardening insulating gel. 2. The splices shall be UL listed for 600 volts maximum 3. Use Scotchlok electrical connectors (wire nuts) to splice wires together. B. High Voltage Wiring: Install 120 -volt power codes and ordinances contractor. 3.11 COMMUNICATION CABLE from power source to automatic controller unit following local governing . All 120VAC power wiring shall be completed by a licensed electrical A. Install communication cable according to manufacturer's specifications. B. Splices in communication cable are only allowed at the following locations: 1. Within each field satellite unit. 2. At the end of each entire length of communication cable line. 3. At the communication hub unit. C. Install communication cable splices occurring at the end of each entire length in their own separate valve box utilizing manufacturer approved splice connectors. PART 4—SYSTEM INSTALLATION OBSERVATION 4.0 QUALITY CONTROL A. Pre -construction Meeting: The contractor is responsible for contacting The City of Santa Ana authorized representative prior to beginning construction and/or ordering materials to establish a meeting to review and discuss project objectives, concerns and to review the construction documents to insure a complete understanding of required installation procedures. B. General Observation: The architect along with The City of Santa Ana authorized representative will visit the construction site at interim times during the construction process to access construction progress regarding installation of irrigation conduit and related equipment to be in compliance with the drawings, details, specifications and site conditions. The architect will prepare a site report after each visit noting progress of installation, verbal communication with the contractor and identify any field adjustments necessary which require modifications. A copy of this site report will be delivered to both The City of Santa Ana and the contractor. The contractor is responsible to immediately address each item on the site report before proceeding with further construction. C. Maintain a set of current and up to date plans on the job site at all times. No site observation will commence without as -built drawings and current plans. In the event the contractor calls for a site visit without as -built drawings, without current plans, without completing previously noted corrections, or without preparing the system for said visit, he shall be responsible for reimbursing the Architect at his current hourly billing rate, portal to portal, for the inconvenience. No further site visits will be scheduled until payment of this charge has been received. D. Walk Through for walk through for substantial completion: 1. Before requesting a walk through for substantial completion the following requirements must be entirely satisfied: 2. All valve boxes have been branded. 3. All automatic controllers/field satellite units are fully operable and communication has been certified and checked at the central control system. 4. Record as -built drawings have been submitted to The City of Santa Ana authorized representative for review as to completeness. 5. (4) Four Services manuals have been delivered to The City of Santa Ana authorized representative. 6. Once the above requirements have been met a walk through for substantial completion may be requested. The following procedures will be used during the walk through: a) All valve box lids shall be removed from valve boxes and placed faced up adjacent to the valve box prior to beginning the walk through. 7. The walk through will proceed as follows: a) Visual Walk Through: This will consist of examining all components of the installed system. A punch list will be established of deficiencies in the construction and workmanship of the system as compared to the construction drawings, details, and specifications. 8. Once the Walk Through for Substantial Completion has been completed the architect will provide a copy of all punch list items to The City of Santa Ana authorized representative for review and distribution to the contractor. It is the contractor's responsibility to repair, replace, and adjust all items on the punch before requesting a final walk through. E. Final Walk Through Before commencement of a final walk through is requested, the following requirements must be entirely satisfied: a) Each item on the walk through for substantial completion has been thoroughly addressed and resolved by the contractor. b) All final record as -built drawings have been produced by the architect and submitted to The City of Santa Ana authorized representative. c) The maintenance manual for the project has been completed and submitted to The City of Santa Ana authorized representative. 2. Once the above requirements have been met a final walk through may be requested where the architect and The City of Santa Ana authorized representative will review all corrected items. 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I• y f5 3 a t z F6 6 FE p F - i p z m !„tf',� 'E �i(�•F'L ¢ F3 U uLJ 1 t*1 `SIJ J ] ifCM ® ffia z r XFLI B ON 1 •; 'It EXHIBIT B STL Landscape, Inc. License No. 956281 A/C27 8122 Compton Avenue, Los Angeles, CA 90001 Phone (323) 581-8200 Fax(323)581-8155 ATTACHMENT 3-8 COST OF PROPOSAL Controller 1 and 1A - Police Building Bldg 60 & 62 $ 45,000 Controller 2 - Stadium Parking Structure $ 25,000 Controller 3 &.4 - Marquee and Stadium Tool Room $ 15,00 Total $ 85,000 Alt Price for Controller 5- Coroner's Office Bldg 56 $ 20,000 Alt Price for Controllers 6, 7, 8 & 9 -Women's Jail $ 60,000 +3A•M REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: FEBRUARY 6, 2018 CLERK OF COUNCIL USE ONLY: TITLE: APPROVED APPROVE AN AGREEMENT WITH FIESTA ❑ As Recommended DE CARNIVAL FOR A PARK CARNIVAL El El ElOOrrdinance 1" Reading OPERATOR AT CITY OWNED PARKS on ❑ Ordinance on 2nd Reeding (STRATEGIC PLAN NO. 5, 4B) ❑ Implementing Resolution April 6-8 Fri -Sun ❑ Set Public Hearing For RECOMMENDED ACTION CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute an agreement with Fiesta de Carnival in the annual amount of $42,250 for a two-year term with three one-year renewal options, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION On November 22, 2017 a Request for Proposals (RFP) was issued. Despite posting the RFP on PlanetBids and City staff contacting various carnival operators, the City only received one proposal from the current firm providing the service. A three member evaluation committee consisting of representatives from the Parks, Recreation and Community Services Agency reviewed the proposal. The proposal was evaluated according to the criteria listed in the RFP, which includes equipment, capability, and functionality of vendor, level of service and support, experience of firm and personnel, and past performance. The evaluation concluded that the vendor is qualified to continue as the carnival operator. Below is a listing of park sites, tentative dates and the fee that is to be remitted to the City. Park Sites and 2018 Tentative Dates Venue/License Fee Jerome Park Large/$8,250 March 9-11 Fri -Sun Cesar Chavez/ Campesino Small/$4,500 April 6-8 Fri -Sun Madison Park Large/$8,750 May 25-28 Fri -Mon Rosita Park Large/$4,500 June 1-3 Fri -Sun 25B-1 Agreement with Fiesta de Carnival for A Park Carnival Operator at City owned Parks February 6, 2018 Page 2 EI Salvador Park Small/$2,250 June 15-17 Fri -Sun Jerome Park Large/$7,000 August 10-12 Fri -Sun Madison Park Large/$7,000 November 9-12 Fri -Mon Traditionally, carnivals conducted at Jerome Park and Madison Park draw larger crowds and are more profitable. Conversely, carnivals conducted at Cesar Chavez/Campesino, Rosita and EI Salvador Park draw smaller crowds and generate less revenue. Therefore, the license fee for the large carnivals conducted at Jerome, and Madison parks is higher than the license fee required for carnivals conducted at Cesar Chavez/Campesino, Rosita, Delhi and EI Salvador. The total projected annual revenue for this agreement is $42,250 per year and will be used to fund deferred maintenance needs at city parks. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #5 Community Health, Livability, Engagement & Sustainability, Objective #4 (Support neighborhood vitality and livability), Strategy B (Improve neighborhood quality by locating or providing access to complementary services and public facilities, including access to healthy food options (community gardens, farmers' markets, corner markets, etc.) in neighborhoods). FISCAL IMPACT Anticipated funds have already been budgeted in the current year and funds will be budgeted as part of the City budget process for the first two-year term. Accounting Unit 17/18 18/19 19/20 Fees and Donations Revenue (no. 02213002 57010) $28,250 42,250 14,000 Fees and Donations Expenditures (no. 02213002 various) $28,250 42,250 14,000 Funds will be budgeted in the following accounts for future renewal periods: Unit 19/20 20/21 21/22 22/23 02213002 57010) $28,250 42,250 42,250 14,000 Fees and Donations Expenditures (no. 02213002 various) $28,250 42,250 42,250 14,000 25B-2 Agreement with Fiesta de Carnival for A Park Carnival Operator at City owned Parks February 6, 2018 Page 3 Ao�74 D/ Gerardo Mouet Executive Director Parks, Recreation and Community Services Agency EXHIBIT: 1. Agreement —Fiesta de Carnival APPROVED AS TO FUNDS AND ACCOUNTS: Ste` i All1�_ h Q_ a Francisco Gutierrez Executive Director Finance and Management Services Agency 25B-3 25B-4 NON-EXCLUSIVE AGREEMENT TO PROVIDE CARNIVALS AT CITY PARKS THIS AGREEMENT is made and entered into this 6TH day of February, 2018 by and between Fiesta de -Carnival, -a California Corporation (hereinafter "Operator"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. On November 22, 2017, the City issued a Request for Proposal No. 17-133 ("RFP") seeking carnival operators to provide carnivals at specified City owned parks. B. Operator submitted a proposal to the City dated November 27, 2017, to provide carnival services to the City as specified in the RFP, C. In undertaking the performance of this Agreement, Operator represents that it is, knowledgeable in its field and that any services performed by Operator under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional carnival operator in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES a. Operator shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in the Scope of Work - Exhibit A, attached hereto and incorporated by reference. Operator's proposal dated November 27, 2017, is also incorporated by reference as though fully set forth herein. b. Operator shall provide at each of the Parks identified a full service carnival complete with the rides, equipment and services as set forth in the RFP and Exhibit A to this Agreement. The RFP shall be incorporated by reference as though fully set forth herein. Operator, if it contracts with another Operator to provide carnival attractions, shall require such Operator to fully comply with all the terms and conditions of this Agreement regarding the provision of carnival services, including insurance requirements referenced below and the requirement that the operator obtain a permit for amusement rides from the Department of Industrial Relations. Not later than sixty (60) days prior to the staging of any carnival event, Operator shall obtain the written approval of the Executive Director of Parks, Recreation and Community Services, of any such Operator. Operator shall not utilize a different operator without first obtaining the written permission of the Executive Director. Page 1 of 11 2. PRENIISES AND USE a. The City owns the community parks ("Parks") referenced in Exhibit A. City grant to the Operator a non-exclusive, revocable user agreement to encroach upon the specific areas of the above stated Parks ("Carnival Areas") for the purpose of providing carnivals during the dates and times noted in Exhibit A and for no other purpose. Operator shall provide one (1) carnival ("Carnival Event") at each location during the term of this Agreement on dates approved by the Executive Director of Parks, Recreation and Community Services Agency, as set forth in Exhibit A. b. The right and permission of Operator is subordinate to the prior and paramount right of the City to use the City owned Parks described herein above in its entirety for public purposes to which it presently is and may, at the option of the City, be devoted. Operator agrees to use the Carnival Areas at all times in such manner as will not unreasonably interfere with the full use and enjoyment of the Parks by the City, its residents and guests. C. Operator hereby acknowledges that title to the Parks is vested in the City and agrees never to assail or challenge the same, and further agrees that Operator's use and occupancy of the Carnival Area with the Parks shall be limited solely to the permission for such use and occupancy granted herein. d. As a covenant to this Agreement, Operator agrees to adhere to and comply with all of the terms, conditions and responsibilities enumerated in the RFP 17-133. e. The parties hereto agree that if, at the sole discretion of the City, a Carnival Event should not proceed on the dates set forth in Section 3 hereof due to foul or inclement weather, the City at its discretion may grant Operator alternative dates for conducting of the Carnival Events with the term of this Agreement. If Operator desires to obtain alternative dates as provided in this paragraph, Operator must timely request the same from City. 3. FEES/DEPOSITS/PERNIITS/LICENSE At least ten (10) days prior to the commencement date of each Carnival Event, Operator shall pay to the City the applicable fee for use of the Carnival Area, as detailed in Exhibit A. In addition to the fees set forth herein, Operator shall pay all required City fees and deposits including the fees for police services and Park clean up, and obtain all required permits and licenses as detailed in Exhibit A. All fees and deposits shall be due and payable as set forth in Exhibit A. Additionally, failure to pay the cleanup/damage deposit and/or any other outstanding balances and fees a minimum of ten (10) business days prior to the start of the event will result in a penalty of $500 per day. The vendor will not be allowed to start an event if there is an unpaid balance. Vendor is subject to other monetary penalties for failure to perform as set forth in the RFP. 4. SECURITY DEPOSIT Contemporaneously with the execution of this Agreement, Operator shall deposit with City the additional sum of $5,000 as a security deposit, The deposit shall be held by City, without liability for interest, as security for the faithful performance by Operator of all the terms, covenants, and conditions of this Agreement to be kept and performed by Operator during the Term of this Page 2 of 11 V Agreement, or any extension thereof, and including the removal of Operator's facilities as set forth herein. Assuming successful completion of all terms and conditions of this Agreement, including those within the RFP, the security deposit, or any remaining portion thereof; and any unused fees shall be returned within 60 days of the final carnival activity provided for in the Agreement. 5. TERM This Agreement shall commence on the date first written above and terminate two (2) years . later, unless terminated earlier in accordance with Section 19, below. The term of this Agreement may be extended for three (3)_additionalone (1) year terms at the City's sole discretion through a writing executed by the City Manager and the City Attorney. 6. NON -POSSESSORY INTEREST City retains full possession of the Park and Carnival Area and Operator will not acquire any interest, temporary, permanent, irrevocable, possessory or otherwise, by reason of this Agreement, or by the exercise of the permission given herein. Operator will make no claim to any such interest. Any violation of this provision will immediately void and terminate this Agreement. NON -RECORDING Neither party shall record this Agreement. 8. RECORD KEEPING AND AUDIT a. Operator shall establish and maintain separate accounting records for each Carnival Event at the specified Parks. Operator's accounting system shall conform to the generally -accepted accounting principles and all records shall provide a breakdown of total costs and revenues associated with the Park Carnival Events. b. All Operator's records of revenues and repairs pertaining to the Carnival Events referenced herein shall be kept for the duration of this Agreement and made available at all times for audit by the City upon request. 9. INDEPENDENT CONTRACTOR Operator 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 Operator performs the services which are the subject matter of this Agreement; however, the services to be provided by Operator shall be provided in a manner consistent with all applicable standards and regulations governing such services. Operator 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 3 of 11 10. INSURANCE Prior to undertaking performance of work under this Agreement, Operator shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Operator shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Operator's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Operator, if Operator 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, Operator agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Operator is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Operator pursuant to this section: i. Operator shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. ii. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. iii. Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. iv. Operator shall supply City with a fully executed additional insured endorsement. f. If Operator fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has Page 4 of 11 " I 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 Operator's right to be paid for its time and materials expended prior to notification of termination. Operator waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 11. INDEMNIFICATION Operator agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Operator, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Operator further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Operator's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Operator. 12. TRASH/UTILITIES/CLEANUP Operator is responsible for the collection and disposal of all trash as specified in the RFP, including providing the required 40 yard roll -off dumpsters. Operator is responsible for the continuous cleaning of the City Park, including the restrooms, at all times while acting pursuant to this Agreement as set forth in Exhibit A. The area to be cleaned includes the parking lots and the surrounding neighborhood and streets. Further, with the exception of the City supplying two (2) potable water hookups as set forth in Exhibit A, Operator is responsible for supplying all utilities to be used during the Carnival Events, including supplying the required portable toilets as specified in Exhibit A. Persons performing clean-up shall be employees or subcontractors of the vendor. 13. HAZARDOUS MATERIALS Operator represents and warrants that its use of the Carnival Area herein will not generate any hazardous substance, and Operator will not store or dispose on the Park and/or Carnival Area nor transport to or over the Park and/or Carnival Area any hazardous substance. Operator further Page 5 of 11 agrees to clean-up and remediate any hazardous substance on the Park and/or Carnival Area and Property, 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 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 ruly substruIce 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. 14. WASTE OR NUISANCE Operator shall not commit or permit the commission by others of any waste on the Park or Carnival Areas. Operator 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 Park or Carnival Areas; and Operator shall not use or permit the use of the Park or Carnival Areas for any unlawful purpose. 15. PUBLIC NECESITY City may immediately temporarily suspend operation of this Agreement and the Carnival Event in the event of public necessity or emergency, as may be determined by the City Manager. Such suspension will terminate when the public necessity or emergency no longer exists. 16. ON-SITE OFFICE One (1) trailer -type vehicle will be allowed to park in the Carnival Area, in a location predetermined by the Park Superintendent, to be used exclusively as a business office by Operator. This vehicle must be equipped as an office and used only as such. Under no circumstances is this vehicle to be used for sleeping accommodations while on Park premises. The office vehicle will be allowed on the premises for the period provided for all other carnival equipment pursuant to the RFP. 17. LIENS Operator will not permit any mechanics' or materialmen's' or other liens to stand against the City Park or Carnival Area by reason of any use or occupancy by Operator, or any person claiming under Operator. 18. TERMINATION IN THE EVENT OF CASUALTY OR CONDEMNATION a. In the event of any damage, destruction or condemnation of the Park and/or Carnival Area, which renders the Park and/or Carnival Area unusable or inoperable in Operator's judgment, Operator shall have the right, but not the obligation, to Page 6 of 11 terminate the Agreement with respect to the subject Carnival Area by giving written notice to the City within thirty (30) days after such damage, destruction or condemnation. If by virtue of such damage, destruction or condemnation, City determines that the Park and/or Carnival Area is no longer adequate for Operator to continue its operations, or any repairs to the Park and / or Carnival Area to remedy such damage, destruction or condemnation have not been completed or cannot reasonably be completed outside of forty-five (45) days from the date of the upcoming scheduled carnival, City may terminate this Agreement upon thirty (30) days written notice to Operator. b. In the event of condemnation, unless Operator is allowed by the condemning authority to continue its operations in the Carnival Area, this Agreement shall terminate as of the date title to the Property vests in the condemning authority or Operator is required to cease its operations, whichever is earlier. If any property described herein or hereinafter added hereto is taken in eminent domain, the entire award shall be paid to City. 19. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. City may terminate this Agreement for cause upon three (3) days written notice for any violation of the terms contained herein. 20. DEFAULT BY OPERATOR Should Operator default in the performance of any of the terms, conditions, or obligations contained in this Agreement, City may, in addition to the remedies specified elsewhere in this Agreement and the RFP, re-enter and regain possession of the Carnival Area in the manner provided by the laws of unlawful detainer of the State of California then in effect. 21. INSOLVENCY OF OPERATOR The insolvency of Operator as evidenced by a receiver being appointed to take possession of all or substantially all of the property of Operator, or the making of a general assignment for the benefit of creditors by Operator, or the filing of a petition in bankruptcy shall terminate this Agreement and entitle City to re-enter and regain possession of the Carnival Area. 22. 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. Page 7 of 11 r =` 23. WAIVER OF BREACH The waiver by City of any breach by Operator of any of the provisions of this Agreement shall not constitute a continuing waiver or a waiver of any subsequent breach by Operator either of the same or another provision of this Agreement. 24. CONFLICT OF INTEREST Operator 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. 25. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Executive Director, Parks, Recreation and Community Services Agency City of Santa Ana 20 Civic Center Plaza (M-xx) P.O. Box 1988 Santa Ana, California 92702 To Operator: Fiesta de Carnival 11278 Los Alamitos Blvd. #101 Los Alamitos, CA 90720 Telephone: 562-799-7737 Fax: 562-799-1443 Sonia R. Carvalho City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Fax: 714- 647-6515 Page 8 of 11 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 26. CONTRACT ADMINISTRATOR The Executive Director of Parks Recreation and Community Services Agency, or his/her designee, shall be City' s Contract Administrator for this Agreement and all approval and, notices required to be given herein shall be so directed and addressed. 27. COMPLIANCE WITH LAWS Operator shall obtain and maintain a permit issued by the Division of Industrial Safety of the Department of Industrial Relations of the State of California. In addition, Operator shall, at Operator's 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 Operator' s use and occupancy of the Park and Carnival Area and, Operator' s facilities 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 Operator in a proceeding brought against Operator by any government entity, that Operator has violated any such statute, ordinance, regulation, or requirement shall be conclusive as between City and Operator and shall be considered grounds for termination of this Agreement by City. Operator will obtain all permits and other governmental approvals, required in connection with Operator's activities hereunder, and update such permits/approvals as necessary. 28. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Operator, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Operator. 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 Operator or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. Page 9 of 11 29. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Operator, Operator may not assign, transfer, delegate, or subcontract any interest herein, except as specified in Section lb of this Agreement, 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 Operators retained by City. 30. DISCRINIINATION Operator 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. Operator affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 31. 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. 32. ATTORNEY'S FEES Except as otherwise provided in this Agreement, in the event suit is brought by either party to enforce the terms and provisions of this Agreement, or to secure the performance hereof, each party shall bear its own attomey's fees. 33. PROFESSIONAL LICENSES Operator 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. Operator 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. Page 10 of 11 34. BINDING ON HEIRS AND SUCCESSORS This Agreement shall be binding on and shall inure to the benefit of the heirs, executors, administrators, successors, and assigns of the parties hereto. The provisions of this Section shall not be deemed to be a waiver of any of the conditions against assignment set forth herein. 35. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 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:CL Laura A. Rossini Senior Assistant City Attorney FOR APPROVAL: CITY OF SANTA ANA Raul Godinez Il City Manager OPERATOR: Name: Title: GERARDO MOUET Executive Director Parks, Recreation and Community Services Agency P -° Page 11 of 11 EXHIBIT A SCOPE OF SERVICES Appendix ATTACHMENT 1 SCOPE OF WORK CITY OF SANTA ANA REQUEST FOR PROPOSALS RFP NO.: 17-133 PROJECT DESCRIPTION 1. SCOPE The City of Santa Ana is requesting proposals from carnival promoters to conduct nine (9) carnivals on City -owned park property during the period of March through October 2018 as specified in the table below. A map of each park with the general event area highlighted is attached to this RFP for applicant's reference. Exact locations for carnival rides and equipment will be identified at the pre -event na4 nrt *One booth is equal to one 10x10 canopy area. A maximum of ten 10 x 10 cooking booths will be allowed (or five 10 x 20). The remainder can be non-profit, commercial or sponsorship booths. Please include in your plot plan what goods and services each of these booths will offer and the dimension of each booth. The City must approve all goods and services sold at commercial booths. Massage booths are not allowed. Park Site and 2018 Dates Venue/License Fee Maximum Size/Scale of Event 1 Jerome Park March 9-11 Fri -Sun Large/$8,250 Up to 16 carnival rides 12 game booths, 20 food or information booths*. No live entertainment. 2 Cesar Chavez/ Campesino Small/$4,,500 Up to 14 carnival rides 12 game booths, 20 food or April 6-8 Fri -Sun information booths*. No live entertainment. 3 Madison Park May 25-28 Fri -Mon Lar2e/$8,750 Up to 12 carnival rides 12 game booths, 20 food or information booths*. No live entertainment. 4 Rosita Park June 1-3 Fri -Sun Large/$4,500 Up to 16 carnival rides 12 game booths, 20 food or information booths*. No live entertainment. 5 El Salvador Park June 15-17 Fri -Sun Small/$2.250 Up to 15 carnival rides 12 game booths, 20 food or information booths*. No live entertainment. 6 Jerome Park August 10-12 Fri -Sun Large/$7.000 Up to 16 carnival rides 12 game booths, 20 food or information booths*. No live entertainment. 7 Madison Park November 9-12 Fri -Mon Large/$7.000 Up to 12 carnival rides 12 game booths, 20 food or information booths*. No live entertainment. Any changes to the above dates must be requested 45 business days before the event. Proposed changes to the dates for March and April should be requested in the proposal. *One booth is equal to one 10x10 canopy area. A maximum of ten 10 x 10 cooking booths will be allowed (or five 10 x 20). The remainder can be non-profit, commercial or sponsorship booths. Please include in your plot plan what goods and services each of these booths will offer and the dimension of each booth. The City must approve all goods and services sold at commercial booths. Massage booths are not allowed. 1.1 VENDOR'S RESPONSIBILITIES 1.1.1 PROOF OF INSURANCE — Upon selection, vendor must be able to provide proof of $1,000,000 general liability insurance for each event a minimum of ten (10) business days before the event. The insurance certificate must name the "City of Santa Ana, its Officers, Agents and Employees, as additionally insured. It must also contain the following clauses: 1) a thirty day written Notice of Cancelation will be provided to the additional insured; 2) insured's coverage will apply on a primary / non-contributory basis to the additional insured; and 3) the insurance will contain a separation of insureds clause. If the certificate of insurance is in the name of the carnival operator it shall include the carnival promoter as additionally insured. 1.1.2 REQUIRED CLEANUP/DAMAGE/FAIL TO PERFORM DEPOSIT — Upon award of contract, vendor must provide a $5,000 refundable damage/clean-up/fail to perform deposit to the City of Santa Ana, Parks, Recreation and Community Services Agency. Monies will be deducted from the deposit for repair of any damages incurred, cleanup of the park, unforeseen security or staff costs, or any other charges caused by the event. City will retain 50% of deposit amount if vendor cancels any carnival event. City retains the right to reschedule any cancelled carnival. Any remaining monies from the deposit will be refunded to vendor 30 days after the conclusion of the carnival season. Should costs incurred by the vendor (as stated above) be greater than the total deposit, the vendor will be invoiced for the balance due. The vendor will be required to submit the balance due 10 days prior to conducting another event. The deposit balance shall remain at $5,000 during the term of the agreement. The vendor agrees that failure to pay the cleanup/damage/failure to perform deposit and/or any other outstanding balances and fees a minimum of ten (10) business days prior to the start of the event will result in a per day penalty (see Section 2.0). The vendor will not be allowed to start an event if there is an unpaid balance due. 1.1.3 CLEANUP DURING AND AFTER THE EVENT — The vendor agrees that they have full responsibility for continuously cleaning the park by removing all trash and debris on the ground, removing trash from the park receptacles and replacing liners and cleaning/sanitizing restrooms from the time the first vendor employee arrives at the park site for set up until the last vendor employee leaves the park. Furthermore, the vendor agrees to be responsible for cleanup of the event site and the surrounding areas after the event. Vendor agrees to arrange for trash pick-up in the parking lots and surrounding neighborhood after each day at vendor's expense. Persons performing clean-up shall be employees or subcontractors of the vendor. Failure to provide continuous clean-up will result in dispatching City staff to perform this work at the vendor's expense or the City hiring a private contractor to perform the work at vendor's expense plus a per day penalty (see Section 2.0). 1.1.4 STREET SWEEPING —If street sweeping is necessary due to trash left from pedestrian and vehicular traffic and the vendor fails to perform as required in Section 4.1.3 of this document, the City will arrange for the parking lots and major streets surrounding the park to be swept on the day following the last day of the event at vendor's expense. Failure to perform this responsibility will result in a per day penalty (see Section 2.0). 1.1.5 DUMPSTERS — Vendor is responsible for providing the appropriate number of 40 yard roll -off dumpster(s) to collect trash for the event. The dumpster(s) must be removed by the by 3:00 p.m. of the second day following the conclusion of the event. Vendor agrees to pay a per day penalty (see Section 2.0) if the dumpsters are not provided and removed as indicated. 1.1.6 REQUIRED PLOT PLAN AND PLAN CHECK PROCESS — Vendor must provide a plot plan utilizing the land use certificate format for the overall equipment set up at pre - event meeting. City staff will provide plot plan to vendor with ideal exits and entrances. The plot plan must include entrances, exits, all necessary barricading, detailed location of all rides, booths, restrooms, electrical equipment, etc. Vendor shall indicate number and name of rides on the plot plan, and the name and number of other types of carnival units such as repair and supply units they would like to have on the park. This plot plan is required by the Police Department, the Fire Department, the Planning and Building Agency (Electrical Division), the Parks, Recreation and Community Services Agency, and the Orange County Health Department. Vendor must walk the plot plan through the City Planning and Building Agency -Plan Check Section, 20 Civic Center Plaza, Ross Annex. For further information on the plan check process, please contact the Santa Ana Police Department at (714) 647-5840. Copy of approved plot plan must be provided to the Santa Ana Police Department and to the Parks, Recreation and Community Services Agency. Vendor agrees to pay a per day penalty (see Section 2.0) for each day late in providing the plot plan. 1.1.7 CARNIVAL LICENSE FEE— Vendor understands and agrees to pay the required carnival license fees a minimum 10 business days prior to each event. Checks shall be made payable to "The City of Santa Ana". Vendor agrees to pay a per day penalty (see Section 2.0) for each day late in paying license fee. 1.1.8 FIRE AND ELECTRICAL INSPECTION — Ten (10) business days prior to the event, the vendor must schedule appointments with the Orange County Fire Authority (OCFA) and the Santa Ana Planning and Building Agency for an electrical inspection of all generators, carnival equipment, and booths to be used at the carnival. Vendor agrees to pay a per day penalty (see Section 2.0) for each day late in scheduling appointments as indicated. No more than ten (10) 10 x 10 cooking booths will be allowed (or five 10 x 20). Actual event rules and regulations will be provided to the vendor at plan check and copies shall be provided to each booth operator by the vendor. Vendor must provide all event electricity. Hookups to park electrical outlets will not be permitted. All vendors must be set-up and ready for inspection by 4:00 p.m. on the first day of the carnival. Vendor agrees to pay a per day penalty (see Section 2.0) for each violation. 1.1.9 O.C. HEALTH DEPARTMENT REQUIREMENTS — Vendor must obtain food permits and food booth inspections from the Orange County Health Department a minimum of ten (10) business days before the event. Any booths or vendors not receiving prior approval from the Orange County Health Department will not be allowed to operate. Food booths are only allowed to operate for the duration of the event during event hours only. To obtain food permits and schedule booth inspections, vendor must contact the Orange County Health Department at (714) 667-3610. Vendor agrees to pay a per day City of penalty (see Section 2.0) for each day late in securing food permits and food booth inspections. Furthermore, the vendor agrees to pay a per day penalty (see Section 2.0) for each food booth discovered operating without prior approval of the O.C. Health Department. All permits, licenses and any other required document must be submitted at least 10 business days before each carnival date. Parks and Recreation will provide two (2) potable water hookups during the entire event. These water hookups are to be used ONLY for sanitation purposes in compliance with the Orange County Department of Health regulations, and are not for camping or refreshment preparation use. Vendor agrees to pay a per day penalty (see Section 2.0) for each violation. 1.1.10 REQUIRED PERMIT FROM BUSINESS LICENSE OFFICE FOR BOOTH VENDORS (BUSINESSES AND/OR NON-PROFIT ORGANIZATIONS) — Carnival promoter is responsible for supplying the Business License Office with a list of pre -approved potential vendors before sending vendors to the Business License Office, in order to avoid unapproved vendors from vending during the event, or carnival promoter can collect all the necessary information and fees from the vendors and submit the entire packet to the Business License Office. All permits, licenses and any other required document must be submitted at least 10 business days before each carnival date. Vendor agrees to pay per day penalty (see Section 2.0) for each day late in submitting/paying the packet to the Business License Office. All vendors, business or non-profit organizations (selling or information only), which vend on City Property are required to possess a City of Santa Ana Business License. Businesses who do not have a current City of Santa Ana Business License can obtain a One -Day Peddler/Solicitor license. Non -Profit Organizations are required to obtain a Fee -Exempt status through the Business Tax Office. This is a once a year registration fee. For more information the Business Tax Office can be contacted at (714) 647-5447. The Business Tax Office is located at 20 Civic Center Plaza, Rm. 1100, Santa Ana, CA 92702. Vendor agrees to pay a per day penalty (see Section 2.0) for each booth operating without a City Business License. 1.1.11 CONTACT WITH NEIGHBORHOOD ORGANIZATIONS — Vendor shall send a letter to the neighborhood associations adjacent to the park where the carnival is to be conducted informing them of the event and to gain their organization's support for the planned activity at the park during the scheduled times and dates, a minimum of ten (10) business days before the event. The Community Development Agency will provide contact information to the vendor for a particular neighborhood upon request. Vendor must submit copy of signed letter, on the organization's letterhead, to the Santa Ana Police Department and to the Parks, Recreation and Community Services Agency a minimum of ten (10) business days before the event. The Community Development Agency can be contacted by calling (714) 647-5360. Vendor agrees to pay a per day penalty (see Section 2.0) for each violation of this section. 1.1.12 CONTACT WITH NEIGHBORHOOD RESIDENTS — At least 72 hours prior to each carnival event, vendors must post a sign or send flyers to the neighborhood surrounding the park informing them that the event will take place. Signs or flyers must be in English City ofWL1617-133 and Spanish. Vendor agrees to pay a per day penalty (see Section 2.0) for each violation of this section. 1.1.13 CONTACT WITH BUSINESS ORGANIZATIONS - Vendor must send a letter a minimum of ten (10) business days before the event to each business owner within a quarter mile radius of the carnival site, notifying them of the dates and times of the event, and what precautions should be taken to prevent program participants from parking in the surrounding business parking lots. Vendor agrees to pay a per day penalty (see Section 2.0) for each violation of this section. 1.1.14 REQUIRED EVENT PERSONNEL — A minimum of two (2) from start of event until 6pm daily and a minimum of four (4) from 6pm until all attendees have left the carnival grounds daily; uniformed, state licensed security personnel contracted through a private bonded security company will be required each day of the event. Vendor must provide the designated amount of soft security as specified by the Santa Ana Police Department prior to or on the date of the pre -event meeting. The Santa Ana Police Department'may modify the number of security required as it sees fit, due to specifications in the scale and activities to be held at the event, and/or recent activity in the park and surrounding areas. Security personnel must be present 30 minutes prior to the beginning of the event each day and must stay a minimum of one (1) hour after the completion of the event each day or until the park is clear, to help prevent any possible disruptions. All security officers must carry two-way radio equipment to enable them to communicate with all other security personnel. All security personnel must wear highly visible attire (security vest, jacket) identifying them as security officers. None of the security company personnel may be armed. A copy of the signed agreement with the security company must be provided a minimum of ten (10) business days prior to the event. Vendor agrees to pay a per day penalty (see Section 2.0) for each violation of this section. Furthermore, if it is discovered that the security deployment is less than the City's mandated level of security the City may elect to dispatch, at the vendor's expense SAPD and/or Park Ranger's to bring the security levels up to the agreed upon level. 1.1.15 REQUIRED LICENSE FOR SOFT SECURITY - The soft security organization must obtain clearance from the City of Santa Ana Police Department. Arrangements for clearance to be obtained can be made by calling (714) 647-5840. Vendor agrees to pay a per day penalty (see Section 2.0) for failure to perform this responsibility. 1.1.16 POLICE DEPARTMENT REQUIREMENTS — Vendor must provide the Police Department with the names of the contact persons representing the carnival vendor and contracted security company. At least one of those security company contacts must have access to a cell phone to be used in case the Santa Ana Police Department needs to be called for assistance. The promoter will be required to turn in a completed Land Use Certificate form, site plan and Security Guard contract to the Police Department. The security Guard contract shall include the following supplemental information: • The Security Officer in charge, name and cell number • A list of names, guard card numbers and copy of guard cards of the security officers assigned to the event. City 0 �WV 17-133 Guards will be required to produce their guard card on demand during the event if requested by the Police Officers assigned to the carnival. If the guard fails to provide said card he shall be immediately replaced by the contracted guard company with an officer who has a guard card. Vendor must also have a minimum of two (2) Santa Ana Police Department Officers present at all carnivals from 6pm until all attendees have left carnival grounds daily. In addition, one (1) traffic officer will be required at Jerome and Cesar Chavez/Campesino locations. If the number of officers required exceeds two officers, vendor shall not be responsible for the payment of costs for more than four officers. The Police Department will coordinate necessary police assistance for the event at vendors' expense. 1.1.17 ADDITIONAL POLICE/F'IRE/PARK PERSONNEL — Vendor agrees that if a disturbance occurs due to the operations of the carnival and additional Police, Fire or Parks personnel assistance is required, vendor will pay those additional expenses. 1.1.18 PRE -EVENT AND POST EVENT INSPECTIONS WITH PARK PERSONNEL — Vendor must arrange to meet with the Park Supervisor by calling (714) 448-9127, to schedule a walk through the park before and after the event. The pre -inspection and post - inspection meetings will determine the condition of the sites before and after the event. A pre -inspection meeting must occur on the Tuesday prior to the carnival event. Vendor must bring the proposed plot plan to this meeting. Vendor shall not set up until pre - inspection has been completed. Set up prior to event date and/or before the pre - inspection meeting will result in a per day penalty (see Section 2.0) and may lead to a suspension of future events. A post -inspection meeting shall be completed on the second day following the carnival activity at 2:00 pm., unless otherwise stipulated by representatives of the Santa Ana Police Department and the Parks, Recreation and Community Services Agency. Failure to do so will result in a per day penalty (see Section 2.0) and may lead to a suspension of future events. The vendor understands and agrees that the Park Supervisor shall be the final authority regarding interpretations of the sites existing conditions both before and after the event. Failure by the vendor to set and attend these meetings will result in the Park Supervisor performing the walk through of the park site without the vendor and all conditions recorded by the Park Supervisor shall be deemed as accurate and final. 1.1.19 PROTECTION OF FIELD AND TURF — Vendor shall be responsible for placing the carnival equipment in a way as not to cause damage to the park turf or irrigation system (sprinkler heads, etc.). Such precautions may include painting around or covering the sprinkler heads with a "metal disk", or whatever efforts are necessary to protect the irrigation equipment at vendor's expense. Funds to repair damages incurred to the turf or irrigation equipment due to the carnival event will be deducted from the security deposit. In the event that the cost of damages exceeds the deposit amount, vendor must pay the balance within ten (10) days of the conclusion of the event. All concerns must be resolved prior to continuing with future events. Failure to do so may result in the suspension and or voiding of contract with carnival promoter. 1. 1.20 CARNIVAL EQUIPMENT SET UP AND REMOVAL - None of the equipment may be moved into the park prior to the completion of the pre -event inspection meeting and/or 9:00 am on the Tuesday before a carnival event is to be held. All equipment must be removed no later than 2:00 pm on the Tuesday following the conclusion of a carnival event, unless approved in writing by the Park, Recreation and Community Services Agency. There will be a per day penalty (see Section 2.0) for equipment arriving earlier or left in the park later than the above stated times. 1.1.21 CARNIVAL HOURS — The carnival may not operate earlier than noon each day and no later than 11:00 p.m. on Thursday (if applicable), Friday and Saturday and no later than 10:00 p.m. on Sunday. Carnivals operating on Monday may play until 11:00 p.m. on Sunday night and 10:00 p.m. on Monday night. Ticket sales and food sales must stop one half hour prior to the scheduled carnival closing time. Vendor agrees to pay a per day penalty (see Section 2.0) for each violation of this section. 1.1.22 PORTABLE RESTROOMS — Vendor shall provide a minimum of seven (7) portable toilets, with one of those toilets designed specifically for disabled persons and a minimum of three wash stations. The toilets shall be placed no later than noon on the Thursday prior to the event and must be removed by 2:00 pm on the Monday following the conclusion of the event. Two (2) of the portable toilets must be delivered by the Tuesday prior to the event for use by Carnival workers during event set up. Vendor is responsible for arranging for portable toilets to be serviced (waste removal by the portable restroom company) a minimum of once per day or twice per day for capacity crowds and continuous service of portable restrooms. Vendor agrees to pay a per day penalty (see Section 2.0) for each violation of this section. 1.1.23 SALE, ADVERTISING AND CONSUMPTION OF BEER, ALCOHOL OR CIGARETTES - Vendor agrees that there shall be no beer, alcohol or cigarettes sold or consumed at any of the proposed events, nor shall there be any inflatables, balloons, or banners advertising beer, alcohol or cigarettes at any of the proposed events. Vendor agrees to pay a per day penalty (see Section 2.0) for each violation of this section. 1.1.24 NATURE OF CARNIVAL GAMES AND/OR ACTIVITIES — Vendor understands and agrees that no games or activities involving the shooting of a gun or weapon, simulated or real, shall be used in any of the entertainment, including game booths, with the exception of water guns that are clearly recognizable as such. Vendor also understands and agrees that any gambling games or games of chance shall be subject to review and removal by the Santa Ana Police Department, who will ensure that they are fair and legal in nature, and in compliance with any applicable statutes. A determination by the Santa Ana Police Department that any particular game is in violation of any statute shall result in the removal of the game. Any City decision to remove a game will be final. 1.1.25 SIZE OF CARNIVAL RIDES — Vendors must bring a list and photos of their proposed rides to the pre -event meetings. The carnival ride list must be pre -approved by the Park Superintendent. In addition to minimizing the damage to park property, the City desires a balance between the number of small, medium and spectacular rides in order to maintain a family and community environment at these events. Although vendors will be encouraged to provide only small and medium rides, depending on the venue, up to two spectacular rides may be allowed. The Park Superintendent must approve the final ride list at, or any time before, the pre -event meeting. The promoter/carnival operator must provide a list of C#'s for the carnival rides that they City of will be using for the carnivals and a current Department of Industrial Relations Permit to Operate each of those rides. 1.1.26 EVENT STAFF, OFFICE AND SECURITY PARKING — Vendor understands and agrees that there shall be no overnight camping or privately owned vehicles for the purpose of overnight camping at the park site. All vehicles (cars, motor homes, trailers, tractor trailers with sleeping accommodations, motorcycles, etc.) must be parked outside of the park before, during and after carnival operation hours. The Park Superintendent will identify authorized parking areas at the pre -event meeting. The Vendor is permitted one vehicle within the park site for security personnel and one vehicle for office purposes. Vendor agrees to pay a per day penalty (see Section 2.0) for each violation of this section. 1.1.27 DELIVERIES OF SUPPLIES TO VENDORS — The Vendor shall be responsible for making certain the booth vendors are well stocked. Once the event is underway, all deliveries of food, drink and supplies must be carried via hand trucks or small Daihatsu or Cushman type vehicles to the booth sites. No trucks or automobiles will be allowed in the program area during programming hours. Loading and unloading of vendors equipment should be done prior to and after the event. Vendor agrees to pay a per day penalty (see Section 2.0) for each violation of this section. 1.1.28 PERSONNEL TO PLACE AND COLLECT TRAFFIC BARRICADING EQUIPMENT — Vendor shall provide personnel to assist in placing and collecting the traffic barricades and equipment, under the supervision of the Police Department, before and after each day's event. Failure by the vendor to place and/or collect traffic barricades and/or equipment will result in City staff or a separate contractor completing this work at the vendor's expense. 1. 1.29 RENTAL OF TRAFFIC CONTROL EQUIPMENT — Vendor shall be required to pay for the rental of specific traffic control equipment, as required by the Police Department. 1.1.30 PERSONNEL PARKING -Vendors shall instruct all personnel to park in areas indicated on the approved plot plan. Vendor personnel who fail to park vehicles in pre -approved designated areas may be subject to citation and/or towing at the vehicle owner's expense. Vendor agrees to pay a per day penalty (see Section 2.0) for each violation of this section. 1.1.31 EVENT PARKING AND REQUIRED SIGNAGE - Vendor shall be required to post signs before the start of the event in both English and Spanish stating "No Event Parking" at the entrances to the local neighborhoods and businesses during the full duration of the carnival. Vendor shall ensure that these signs remain in place through the duration of the event. Vendor agrees to pay a per day penalty (see Section 2.0) for each violation of this section. 1.1.32 PERSONNEL AT ENTRANCES TO NEIGHBORHOOD — Vendor must provide soft security personnel (licensed as specified in Item 4.1.15.) to work at designated neighborhood entrances in close proximity to the park. A minimum of two (2) persons, plus necessary directional signage, shall be stationed at each of the housing tract entrances during all event program hours in order to deter event participants from parking in the residential areas adjacent to the event. Vendor agrees to pay a per day penalty (see Section 2.0) for each violation of this section. 1.1.33 POLICE DEPARMENT REQUIREMENTS — Santa Ana Police Department officers will be required during event hours to enhance the security of the event. The number of officers needed will be based on factors such as the size of the event, expected attendance, and recent area activity. Vendor will be informed of the number of additional officers needed at the pre -event meeting described in Item 4.1.18. The Police Department will arrange the necessary police staffing for the event. The vendor is responsible for all Santa Ana Police Department regular and overtime costs for the event. In the event that the event is rained out or otherwise cancelled on short notice, the vendor will be responsible for a minimum of 4 hours of over -time costs. 1. 1.34 LIGHTING — Where applicable, the City will turn on ball field and safety lighting to help light the carnival. Vendor is responsible for providing all other lighting to ensure that all areas of the carnival are adequately lit throughout the duration of the event. Vendor agrees to pay a per day penalty (see Section 2.0) for each violation of this section. 1.1.35 NEIGHBORHOOD BOOTHS — Vendor agrees to provide the local neighborhood associations or PRCSA designee with a booth for marketing and fundraising. This booth will be in addition to the 20 booths described in Section II. No sales are allowed at these booths. Booth shall include a 10x10 canopy, one 6 foot table, two chairs and adequate lighting in a prominent location. 1.1.36 ANIMALS — No petting zoos, pony rides, or any other animals are allowed at the carnival. 1. 1.37 MASSAGE — No massage booths or massages are allowed at the carnival. 1.1.38 DISSALLOWED ITEMS — Blow horns, slingshots, knifes, and adult items (sexual in nature). 1.1.39 FINANCIAL DOCUMENTATION - Within 45 days after the Event, Event Producer shall provide the City with a complete and detailed financial ledger specifying all revenues and expenses. 2.0 PENALTY FOR VIOLATIONS The vendor has the responsibility to ensure that all requirements are met. The City will impose $1,000 penalty per day if any of the items mentioned below are found to be in violation of agreement requirements. V RFP Section Description 4.1.2 Required cleanup/Damage/Fail to Perform Deposit 4.1.3 Clean-up during and after the event 4.1.4 Street Sweeping 4.1.5 Dumpsters 4.1.6 Required plot plan and plot check process 4.1.7 Carnival license fee 4.1.8 Fire and Electrical Inspection 4.1.9 O.C. Health Department Requirements 4.1.10 Required Permit from Business License Office for booth vendors 4.1.11 Contact with neighborhood organizations 4.1.12 Contact with business residents 4.1.13 Contact with business organizations 4.1.14 Required event personnel 4.1.15 Required license for soft security 4.1.18 Pre -event and post -event inspections with park personnel 4.1.20 Carnival equipment set up and removal 4.1.21 Carnival hours 4.1.22 Portable restrooms 4.1.23 Sale, advertising and consumption of beer, alcohol or cigarettes 4.1.26 Event staff, office and security parking 4.1.27 Deliveries of supplies to vendors 4.1.30 Personnel parking 4.1.31 Event parking and required signage 4.1.32 Personnel at entrances to neighborhood 4.1.34 Lighting REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: FEBRUARY 6, 2018 TITLE: APPROVE EMPLOYEE GROUP INSURANCE RENEWALS WITH METLIFE DENTAL, DELTA DENTAL, AND APPROVE AMENDED AGREEMENT WITH KEENAN AND ASSOCIATES TO INCLUDE DENTAL SERVICES. (STRATEGIC PLAN NO. 7,6) CITY MANAGER '/i RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 161 Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER 1. Authorize the City Manager and Clerk of the Council to execute a new agreement with MetLife Dental, subject to non -substantive changes approved by the City Manager and City Attorney, to provide employee HMO dental plan services from January 1, 2018 to December 31, 2018 at a monthly cost of $28.53 Single and $48.76 Family. 2. Authorize the City Manager and Clerk of the Council to execute a new agreement with Delta Dental, subject to non -substantive changes approved by the City Manager and City Attorney, to provide employee PPO dental plan services from January 1, 2018 to December 31, 2019 at a monthly cost of $52.56 Single and $129.44 Family. 3. Authorize the City Manager and Clerk of the Council to execute an amended agreement with Keenan and Associates, subject to non -substantive changes approved by the City Manager and City Attorney, to expand the scope of the current agreement to include employee dental plan services, and execute the first contract extension for Keenan to provide services through June 30, 2021 as allowed by the agreement terms. DISCUSSION The City purchases its HMO dental insurance through MetLife and its PPO dental Insurance through Delta Dental. Rates and fiscal impact was previously approved on the September 5, 2017 council agenda for the period of January 1, 2018 through December 31, 2019. Staff is recommending new modern agreements with MetLife Dental on a year-to-year basis until terminated and Delta Dental for two years. Moving forward, services for employee dental benefits will go out for bid by the current broker, Keenan and Associates in July of 2018 and will be brought 25C-1 Employee Group Insurance Agreements February 6, 2018 Page 2 forward for council approval in September of 2018 for the following plan year. The City utilizes the services of Keenan & Associates. Keenan is the broker of record for life, accidental death & dismemberment (AD&D) coverage, long-term disability (LTD) insurance through the carrier Aetna, vision insurance through EyeMed, Flexible Spending accounts through TASC and EAP Program through REACH for all employees. It is recommended to include Keenan as the broker of record for dental coverage through the carrier Delta Dental effective January 1, 2018 and MetLife Dental effective July 1, 2018. City staff is recommending authorization to amend the agreement with Keenan and Associates, to expand the scope of services to provide broker services for dental plans for City employees. The City has previously contracted with Keenan and Associates to provide the majority of our health broker services and has been pleased with the services provided. Keenan and Associates won the bid issued on March 2, 2016 to be the City's insurance broker effective June 21, 2016 A-2016-162. City staff is also requesting to extend this contract for one (1) additional three-year period as indicated in the original agreement. This extension will be from July 1, 2018 through June 30, 2021. The City does not pay any compensation to Keenan and Associates under the agreement. All compensation to Keenan and Associates shall be directly paid by the insurance carriers to the broker according to the commission arrangements. FISCAL IMPACT There is no additional fiscal impact associated with this brokerage/consulting agreement. Budgeted funds are available in the Personnel Services Employee Benefits account (account no. 08109053-64010) to pay for group insurance premiums in which commissions are included. Acting Executive Di Personnel Services Exhibits: 1. MetLife Agreement 2. Delta Dental Agreement 3. Keenan and Associates Amended Agreement 25C-2 MetLife Benefits Provided by SafeGuard Health Plans, Inc., a MetLife company 200 Park Avenue, New York, New York 10166 SafeGuard Health Plans, Inc. ("SafeGuard"), a California corporation, will pay the benefits specified in the Exhibits of this contract subject to the terms and provisions of this contract. The Schedule of Exhibits lists each Exhibit to this contract, to whom it applies and Its effective date. Organization: City of Santa Ana Group Contract No.: 142337 EFFECTIVE DATE This contract will take effect on January 1, 2018. CONTRACT ANNIVERSARIES Contract anniversaries will be January 1, 2019 and each subsequent January 1. PREPAYMENT FEES This contract is issued in return for the payment of required Prepayment Fees. Prepayment Fees are payable at the home office of SafeGuard or to its authorized agent. The first Prepayment Fee is due on and must be paid by this contract's effective date. Any later Prepayment Fees are due monthly in advance on the first day of each Contract Month. These dates are the Prepayment Fee Due Dates. SafeGuard and the Organization may agree that payment be made in advance every 3, 6 or 12 months. CONTRACT SITUS This contract is issued for delivery in and governed by the laws of California. Signed as of this contract's effective date at SafeGuard's home office in Irvine, California. Signature SafeGuard Representative GROUP SPECIALIZED HEALTH CARE SERVICE PLAN GPNP10-DHMO EXHIBIT 1 25C-3 Page 1 TABLE OF CONTENTS Section POLICY FACE PAGE Effective Date ...................................................... Contract Anniversaries ........................................ Prepayment Fees Page ......................................................................1 .....................................................................1 .......................................................................................................................................1 ContractSitus.............................................................................................................................................1 DEFINITIONS................................................................................................................................................3 SCHEDULEOF BENEFITS...........................................................................................................................3 ELIGIBILITY AND EFFECTIVE DATES OF BENEFITS................................................................................4 CONTRIBUTIONS............................................................................................................................................... 4 PREPAYMENTFEES....................................................................................................................................4 InitialPrepayment Fee...............................................................................................................................4 Frequencyof Prepayment Fee Payment....................................................................................................4 Computation of the Prepayment Fee.........................................................................................................4 Prepayment Fee for Changes in Benefits..................................................................................................4 Right to Change the Prepayment Fee........................................................................................................4 GRACEPERIOD................................................................................................. END OF BENEFITS PROVIDED BY THIS CONTRACT ..................................... REINSTATEMENT ............... ............................. 5 ................................. 7 GENERALPROVISIONS..............................................................................................................................7 EntireContract...........................................................................................................................................7 ContractChanges or Waivers....................................................................................................................7 Incontestability: Statements Made by the Organization............................................................................7 Incontestability: Statements Made by Covered Persons...........................................................................7 Evidenceof Coverage................................................................................................................................8 ParticipatingProviders...............................................................................................................................8 Assignment................................................................................................................................................8 DataNeeded..............................................................................................................................................8 Misstatementof Age...................................................................................................................................8 Non -Dividend Paying............................................................................................................................ Conformitywith Law...................................................................................................................................8 SCHEDULE OF EXHIBITS SCH/EXHIBITS EXHIBIT 1: Prepayment Fee Schedule ................................................ .......................EXHIBIT 1 EXHIBIT 2: Evidence of Coverage Form......................................................................EXHIBIT 2 EXHIBIT 3: Schedule of Benefits................................................................................EXHIBIT 3 GPNP10-DHMO 25C-4 Page 2 DEFINITIONS As used in this contract, the terms listed below will have the meanings defined below. When defined terms are used in this contract, they will appear with initial capitalization. The plural use of a term defined In the singular will share the same meaning. Contract Anniversary is defined on page 1. Contribution means the amount the Organization may require the Member to pay toward the total Prepayment Fee that MetLife charges for the benefits provided by this contract. Contributory Benefits means benefits for which the Organization may require the Member to pay at least part of the Prepayment Fee. Covered Person means a Member and/or a Dependent as set forth in the Exhibit which applies to the Member. Contract Month. The first Contract Month will begin on the effective date shown on page 1. Subsequent Contract Months will begin on the same day of each subsequent calendar month. Dependent is defined in the Exhibit which applies to the Member. Member means the person, usually the employee, who represents the family unit in relation to the dental benefits. Noncontributory Benefits means benefits for which the Organization may not require the Member to pay any part of the Prepayment Fee. Policyholder means the Organization shown on page 1. Prepayment Fee means the amount the Organization must pay to SafeGuard for all the benefits provided under this contract. Prepayment Fee Due Date is defined on page 1. Selected General Dentist means a SafeGuard contracted dentist who agrees in Writing to provide dental services under special terms, conditions and financial reimbursement arrangements with SafeGuard. Selected General Dental Office means a dental office contracted with SafeGuard consisting of dentists who agree in Writing to provide dental services under special terms, conditions and financial reimbursement arrangements with SafeGuard. Signed means any symbol or method executed or adopted by a person with the present Intention to authenticate a record, and which is on or transmitted by paper or electronic media, and which is consistent with applicable law. Written or Writing means a record which is on or transmitted by paper or electronic media, and which is consistent with applicable law. SCHEDULE OF BENEFITS The schedules of benefits which apply under this contract are set forth in the Exhibits. GPNP10•DHM0 25C-5 Page 3 ELIGIBILITY AND EFFECTIVE DATES OF BENEFITS The Eligibility and Effective Dates of Benefits provisions that apply under this contract are set forth in the Exhibits. CONTRIBUTIONS The Organization will not require a Member to contribute to the cost of Noncontributory Benefits. The maximum amount that a Member may be required to contribute to the cost of Contributory Benefits will not exceed the Prepayment Fee charged for the amounts of such benefits. PREPAYMENTFEES Initial Prepayment Fee The initial Prepayment Fee is shown in the Exhibits. Frequency of Prepayment Fee Payment Prepayment Fees for this contract will be paid as shown on page 1. SafeGuard and the Organization may agree that payment be made in advance every 3, 6, or 12 months. Computation of the Prepayment Fee The Prepayment Fee due on any Prepayment Fee Due Date is determined by the total amount of benefits provided by this contract on such Prepayment Fee Due Date, multiplied by the appropriate Prepayment Fee which is then in effect subject to any Prepayment Fee adjustments, if applicable. SafeGuard may use any reasonable method to compute Prepayment Fees due under this contract. Prepayment Fee for Changes in Benefits For benefits that take effect after the first day of a Contract Month, the Prepayment Fee will be charged from the first day of the next Contract Month. However, if a contract amendment is required for such benefits, The Prepayment Fee will be charged as of the date such benefits take effect. If this contract ends, or if benefits end for a class of persons, the Prepayment Fee will be charged to the date benefits end. If benefits end for other reasons, the Prepayment Fee will be charged to the end of the Contract Month in which benefits end. Right to Change the Prepayment Fee SafeGuard may change Prepayment Fees for changes which materially affect the risk assumed for the benefits provided by this contract, as follows: 1. when this contract is amended or endorsed; 2. when a class of eligible persons is added to or deleted from this contract for any reason including corporate restructuring, acquisition, spin-off or similar situations; GPNP10-DHMO 25C-6 Page 4 Right to Change the Prepayment Fee (continued) 3. when the Organization's subsidiary, affiliate, division, branch or other similar entity is added to or deleted from this contract for any reason Including corporate restructuring, acquisition, spin-off or similar situations; 4. when there is a significant change in the geographic distribution of Covered Persons; 5. when applicable law requires a change in: a. the benefits provided by this contract; and/or b. the class of persons eligible for benefits under this contract; or 6. when a Prepayment Fee Due Date coincides with or next follows: a. a change greater than 10% in the number of Covered Persons since the later of the contract Effective Date and the last date that the Prepayment Fee was changed; or b. a change greater than 5% in the amount of benefits provided by this contract since the later of the contract Effective Date and the last date that the Prepayment Fee was changed. In addition, SafeGuard may change the Prepayment Fee: 1. except as may be stated in the Exhibits, on any date on or after the first Contract Anniversary; this will be done no more frequently than every 12 months and only If SafeGuard notifies the Organization, in Writing, at least 30 days before such change; and 2. on any other date agreed to by SafeGuard and the Organization. The new Prepayment Fee will apply only to a Prepayment Fee due on or after the date the rate change takes effect. GRACE PERIOD Each Prepayment Fee due after the Effective Date of this contract may be paid up to 15 days after its Prepayment Fee Due Date. This period is the grace period. The benefits provided by this contract will stay in effect during this period. SafeGuard will notify the Organization in Writing that, if the Prepayment Fee is not paid by the end of the grace period, this contract will end at the end of the last day of the grace period. If SafeGuard fails to give Written notice to the Organization, this contract will continue in effect until the date such notice is given. Organization's intent to end this contract during the grace period. The Organization may notify SafeGuard in Writing prior to the end of the grace period of its intent to end this contract before the end of the grace period. In this case, this contract will end on the later of: 1. the date stated in the notice; or 2. the date SafeGuard receives the notice. If the Organization replaces this contract with another group contract but does not give SafeGuard notice of Intent to end this contract, the grace period provisions will apply. GPNP10-DHMO 25C-7 Page 5 END OF BENEFITS PROVIDED BY THIS CONTRACT The Organization can end this contract by giving 60 days advance Written notice to SafeGuard. The contract will end on the later of: 1. the date stated in the notice; or 2. the date SafeGuard receives the notice. SafeGuard can end this contract as follows: 1. on the date the Prepayment Fee Is not paid when due, subject to the Grace Period provisions; or 2. on any Prepayment Fee Due Date, by giving the Organization 31 days advance Written notice, if less than: a. for benefits for Members, 65% of persons eligible under this contract are insured for Contributory Benefits; b. for benefits for Dependents, 75% of persons eligible under this contract who are not waiving coverage due to coverage elsewhere, are Insured for Contributory Benefits; c. 100% of persons eligible under this contract are Insured for Noncontributory Benefits; or d. 10 Members are insured by this contract. 3. on any Prepayment Fee Due Date, by giving the Organization 60 days advance Written notice, if the Organization fails to provide information on a timely basis or perform any obligations required by this contract or any applicable law; or 4. on any Contract Anniversary, except during a Rate Guarantee Period as may be provided in the Exhibits, by giving the Organization 31 days advance Written notice. This contract will end on the date on which the last evidence of coverage in effect under this contract ends. If this contract ends, all Prepayment Fees due must be paid. If SafeGuard accepts a Prepayment Fee after the date this contract ends, such acceptance will not act to reinstate the contract. SafeGuard will refund any unearned Prepayment Fee. Within 30 days of the end of this contract, SafeGuard will refund to Organization the pro rata portion of the Prepayment Fee which corresponds to any unexpired term for which a Prepayment Fee has been received, together with any amounts due on claims, if any, less amounts due SafeGuard. SafeGuard shall be paid the Prepayment Fee to the date this contract ends. Notice of end of contract. If SafeGuard ends this contract, it will notify Organization in Writing and Organization shall, within 5 calendar days, mail promptly to each Member a legible, true copy of the notice of cancellation and shall provide SafeGuard proof of such mailing and the date thereof within 2 calendar days of such mailing. Organization shall also have the obligation to provide notice to the Member when this contract has actually been terminated within five (5) calendar days of such termination. Notice of cancellation of Covered Person's benefits. If, without ending the contract, SafeGuard cancels a Covered Person's benefits under this contract because the Covered Person makes an intentional misrepresentation or participates in fraud in the use of services or facilities, it will notify Organization in Writing and Organization shall, within 5 calendar days, mail promptly to the Member a legible, true copy of the notice of cancellation and shall provide SafeGuard proof of such mailing and the date thereof within 2 calendar days of such mailing. If Organization fails to provide such notices as required under this contract, SafeGuard will provide such notices to the Members and will retain the right of recourse against Organization for failure to perform under this contract. GPNP10-DHMO 25C-8 Page 6/CA REINSTATEMENT Receipt by SafeGuard of a Prepayment Fee after cancellation of this contract for non-payment shall reinstate this contract as though it had never been cancelled if a Prepayment Fee is received on or before the due date of the succeeding Prepayment Fee. The Organization may request to reinstate this contract within one year from the date it ended. The request must be in Writing and it must provide SafeGuard with information that SafeGuard requires to consider such request. If SafeGuard approves the request, the contract will be reinstated on the date stated in Writing by SafeGuard. GENERAL PROVISIONS Entire Contract. The entire contract is made up of the following: 1. this contract, including Its Exhibits; 2. the Organization's Application For Group Dental Benefits; and 3. the amendments and endorsements to this contract. Contract Changes or Waivers. The terms and provisions of this contract may be changed, at any time, without the consent of the Covered Persons or anyone else with a beneficial interest in It. SafeGuard will issue amendments and endorsements to effect such changes. SafeGuard will only make changes that are consistent with applicable law. An amendment or endorsement will not affect the benefits provided under evidences of coverage issued before the effective date of the change, unless retroactivity is consistent with applicable law. An officer of SafeGuard must approve in Writing any change or waiver of the terms and provisions of this contract. A sales representative, or other SafeGuard employee, who is not an officer of SafeGuard, does not have SafeGuard's authority to approve such changes or waivers. A change or waiver will be evidenced by an amendment Signed by an officer of SafeGuard and the Organization or an endorsement Signed by an officer of SafeGuard. A copy of the amendment or endorsement will be provided to the Organization for attachment to this contract. Incontestability: Statements Made by the Organization. Any statement made by the Organization will be considered a representation and not a warranty. SafeGuard will not use such statement to avoid or reduce benefits or defend a claim unless it is contained in a Written application. Incontestability: Statements Made by Covered Persons. Any statement made by a Covered Person will be considered a representation and not a warranty. SafeGuard will not use such statement to avoid or reduce benefits or defend a claim unless the following requirements are met: 1. the statement is in a Written application or enrollment form; 2. the Covered Person has Signed the application or enrollment form; and 3. a copy of the application or enrollment form has been given to the Covered Person or his beneficiary. SafeGuard will not use such statements to contest an Increase or benefit addition after the Increase or benefit has been in force for 2 years during his life, unless the statement is fraudulent. GPNP10-DHMO 25C-9 Page 7/CA GENERAL PROVISIONS (continued) Evidence of Coverage. SafeGuard will issue an evidence of coverage to the Organization for delivery to each Covered Person, as appropriate. The evidence of coverage will describe the Covered Person's benefits and rights under this contract. "Evidence of coverage" includes any of SafeGuard's schedules of benefits, notices or other attachments to the evidence of coverage. Participating Providers. The Directory of Participating Providers contains a complete listing of Selected General Dental Offices. Selected General Dental Offices may also be located by accessing www.metlfe.com/mybenefiits to view Selected General Dental Offices by zip code. SafeGuard will maintain a contractual relationship with dental facilities at appropriate locations to provide services to Covered Persons. The Organization recognizes that the establishment maintenance and location of all dental facilities are within the sole discretion of SafeGuard; and SafeGuard shall make the sole determination of the location and establishment of a contractual relationship with all such dental facilities. SafeGuard agrees to promptly notify Covered Persons and the Organization in writing of the termination, breach of contract by, inability to perform of, or closure of any participating dental facility and to transfer Covered Persons to existing or alternate dental facilities. Assignment. The rights and benefits under this contract are not assignable prior to a claim for benefits, except as required by law or as permitted by SafeGuard. Data Needed. The Organization will provide SafeGuard with all the data needed to compute the Prepayment Fee and cant' out the terms of this contract. SafeGuard may examine such data at any reasonable time. If SafeGuard or the Organization make a clerical error in keeping the data, the Prepayment Fee and/or benefits will be adjusted according to the correct data. An error will not end benefits validly In effect, nor will it continue benefits validly ended. Misstatement of Age. If a Covered Person's age is misstated, the correct age will be used to determine if benefits are in effect and, as appropriate, adjust the Prepayment Fee and/or benefits. Non -Dividend Paying. This contract does not pay dividends. Conformity with Law. If the terms and provisions of this contract do not conform to any applicable law, this contract shall be interpreted to so conform. GPN P10-DHMO 25C-10 Page 8 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney Laura A. Rossini Senior Assistant City Attorney RECOMMENDED FOR APPROVAL: CITY OF SANTA ANA Raul Godinez, II City Manager SAFEGUARD HEALTH PLANS, INC. (Name) (Title) Ellen Smiley Assistant Executive Director of Personnel Services 25C-11 SCHEDULE OF EXHIBITS Exhibit Effective Number Exhibit Type Applies To Date 1 Prepayment Fee Schedule All Covered Persons January 1, 2017 2 Evidence of Coverage All Covered Persons January 1, 2017 3 Schedule of Benefit All Covered Persons January 1, 2017 GPNP10-DHMO SCHIEXHIBITS 25C-12 EXHIBIT 1 PREPAYMENT FEE SCHEDULE The initial monthly Prepayment Fee for the benefits provided by this contract are determined as follows: Rate Guarantee Period Subject to the Right to Change the Prepayment Fee provision on page 4, the Prepayment Fee for Specialized Health Care Service Plan Benefits will be in effect from January 1, 2017 through December 31, 2017. Specialized Health Care Service Plan Benefits: Amount per unit for Specialized Health Care Service Plan Benefits in force hereunder Member Only $27,70 Member and Family $47.34 GPNP10-DHMO DATE: January 1, 2017 EXHIBIT 1 25C-13 EXHIBIT 2 EVIDENCE OF COVERAGE FORMS EOC Number GPNP10-DHMO EDC Form GCERT2011-DHMO-EOC Applies To All Covered Persons - DATE: January 1, 2017 25C-14 Effective Date January 1, 2017 EXHIBIT 2 Meftife Benefits Provided by SafeGuard Health Plans, Inc., a MetLife company 200 Park Avenue, New York, New York 10166-D188 COMBINED EVIDENCE OF COVERAGE AND DISCLOSURE STATEMENT SafeGuard Health Plans, Inc. ("SafeGuard"), a MetLife company, certifies that You and Your dependents are covered for the benefits described in this evidence of coverage and disclosure statement , subject to the provisions of this evidence of coverage. This evidence of coverage is issued to You under the group contract and it includes the terms and provisions of the group contract that describe Your benefits. PLEASE READ THIS EVIDENCE OF COVERAGE CAREFULLY. This evidence of coverage is part of the group contract. The group contract is a contract between SafeGuard and Your Organization and may be changed or ended without Your consent or notice to You. THIS EVIDENCE OF COVERAGE ONLY DESCRIBES DENTAL BENEFITS. REVIEW THIS CERTIFICATE CAREFULLY. IF YOU ARE 65 OR OLDER ON YOUR EFFECTIVE DATE OF THIS CERTIFICATE, YOU MAY RETURN IT TO US WITHIN 30 DAYS FROM THE DATE YOU RECEIVE IT AND WE WILL REFUND ANY PREMIUM YOU PAID. IN THIS CASE, THIS CERTIFICATE WILL BE CONSIDERED TO NEVER HAVE BEEN ISSUED. WE ARE REQUIRED BY STATE LAW TO INCLUDE THE NOTICE(S) WHICH APPEAR ON THIS PAGE AND IN THE NOTICE(S) SECTION WHICH FOLLOWS THIS PAGE. PLEASE READ THE(SE) NOTICES) CAREFULLY. GCERT2011-DHMO-EOC 25C-15 TABLE OF CONTENTS Section Paae NOTICE FOR RESIDENTS OF CALIFORNIA.................................................................................................... 4 Confidentiality of Dental Records.................................................................................................................... 4 OrganDonation............................................................................................................................................... 4 LanguageAssistance...................................................................................................................................... 4 NOTICE FOR RESIDENTS OF ALL STATES.................................................................................................... 5 Notice Regarding Your Rights and Responsibilities........................................................................................ 5 Rights........................................................................................................................................................... 5 Responsibilities............................................................................................................................................ 5 DENTALBENEFITS............................................................................................................................................6 Dentist -Patient Relationship............................................................................................................................ 6 WhoMay Enroll............................................................................................................................................... 6 SERVICEAREA.................................................................................................................................................. 7 DEPENDENTCOVERAGE................................................................................................................................. 7 WHEN COVERAGE BEGINS............................................................................................................................. 7 Choiceof Dentists............................................................................................................................................7 Facilities........................................................................................................................................................... 7 Changing Your Selected General Dental Office .............................................................................................. 6 ProviderReimbursement................................................................................................................................. 8 Liability of Subscriber or Enrollee for Payment................................................................................................8 PrepaymentFee...........................................................................................................................................8 Co-Payments............................................................................................................................................... 8 Orthodontic Covered Services..................................................................................................................... 9 YearlyMaximums.........................................................................................................................................9 Covered Services After Dental Coverage Ends........................................................................................... 9 Non -Covered Services................................................................................................................................. 9 OtherCharges..............................................................................................................................................9 Reimbursement Provisions.............................................................................................................................. 9 SpecialtyCare Referrals.................................................................................................................................. 9 SecondOpinion............................................................................................................................................. 10 EmergencyDental Care................................................................................................................................ 10 TERMINATION OF BENEFITS......................................................................................................................... 11 Cancellationof Benefits................................................................................................................................. 11 RenewalProvisions....................................................................................................................................... 12 Reinstatement................................................................................................................................................12 Disen rollment................................................................................................................................................. 12 CONTINUITYOF CARE................................................................................................................................... 12 CurrentMembers........................................................................................................................................... 12 NewMembers................................................................................................................................................12 DENTAL BENEFITS: INQUIRIES AND GRIEVANCE PROCEDURES............................................................13 Routine Questions About Dental Benefits..................................................................................................... 13 GrievanceProcedures................................................................................................................................... 13 Arbitration ......... :.................................... ............... ............ ......... ................. ......... .................... .... ............ ...... 14 Coordinationof Benefits................................................................................................................................ 14 ThirdParty Liability .....................................................................................................:.................................. 14 Assignmentof Benefits.................................................................................................................................. 14 INDIVIDUAL CONTINUATION OF DENTAL BENEFITS WITH PAYMENT OF THE PREPAYMENT FEE..... 14 For Mentally Or Physically Handicapped Children........................................................................................ 14 ForFamily And Medical Leave...................................................................................................................... 15 AtThe Organization's Option.........................................................................................................................15 COBRA CONTINUATION FOR DENTAL BENEFITS....................................................................................... 15 Cal -Cobra Continuation For Dental Benefits................................................................................................. 15 Events that Allow Continuation, and Length of Continuation..................................................................... 15 NewDependents........................................................................................................................................16 Termination of Coverage............................................................................................................................16 Notice and Election of Coverage................................................................................................................16 Costof Continued Coverage...................................................................................................................... 17 Payment of the Prepayment Fees..............................................................................................................17 Exceptions..................................................................................................................................................17 GCERT2011-DHMO-EOC 25^-16 Continuationunder a New Plan................................................................................................................. 18 GENERALPROVISIONS.................................................................................................................................. 18 EntireContract............................................................................................................................................... 18 Incontestability: Statements Made by You.....................................................................................................18 Misstatementof Age...................................................................................................................................... 18 Conformitywith Law...................................................................................................................................... 18 PublicPolicy Committee................................................................................................................................ 18 DEFINITIONS.................................................................................................................................................... 19 GCERT2011-DHMO-EOC 25^-17 3 NOTICE FOR RESIDENTS OF CALIFORNIA This evidence of coverage provides contract operates, Your entitlements, combined evidence of coverage i detailed summary of how your SafeGuard dental and the contract's restrictions and limitations. This and disclosure statement constitutes only a summary of the contract. The contract must be terms and conditions of coverage. If You have sl read carefully those sections that apply to You. You requesting it from the Organization, or by writing to Legal Department, 5 Park Plaza, Suite 1850, Irvine, 880-1800. consulted to determine the exact recial health care needs, You should may obtain a copy of the contract by SafeGuard Health Plans, Inc., Attn: CA, 92614-2533, or by calling (800) This evidence of coverage and disclosure statement is subject to Chapter 2.2 of Division 2 of the California Health and Safety Code (commonly referred to as the Knox -Keene Act) and the regulations Issued thereto by the Department of Managed Health Care, Should either the law or the regulations be amended, such amendments shall automatically be deemed to be a part of this document and shall take precedence over any inconsistent provision of this contract. Any provision required to be in this evidence of coverage and disclosure statement by either law or the regulation shall automatically bind SafeGuard. Pursuant to Section 1365(b) of the Knox -Keene Health Care Service Plan Act of 1975, as amended, an enrollee or subscriber who alleges that his or her enrollment has been canceled or not renewed because of his or her health status or requirements for health care services may request a review by the Director of California Department of Managed Health Care. If the Director determines that a proper complaint exists, the Director shall notify SafeGuard. Within 15 days after receipt of such notice, SafeGuard shall either request a hearing or reinstate the enrollee or subscriber. If, after hearing, the Director determines that the cancellation or failure to renew is improper, the Director shall order SafeGuard to reinstate the enrollee or subscriber. A reinstatement pursuant to this provision shall be retroactive to the time of cancellation or failure to renew and SafeGuard shall be liable for the expenses incurred by the subscriber or enrollee for covered health care services from the date of cancellation or non -renewal to and including the date or reinstatement. Confidentiality of Dental Records A STATEMENT DESCRIBING SAFEGUARD'S POLICIES AND PROCEDURES FOR PRESERVING THE CONFIDENTIALITY OF DENTAL RECORDS IS AVAILABLE AND WILL BE FURNISHED TO YOU UPON REQUEST. Organ Donation Donating organs and tissues provides many societal benefits. Organ and tissue donation allows recipients of transplants to go on to lead fuller and more meaningful lives. Currently, the need for organ transplants far exceeds availability. If You are interested in organ donation, please speak with Your physician. Organ donation begins at the hospital when a person is pronounced brain dead and is identified as a potential organ donor. An organ procurement group will become involved to coordinate the activities. Language Assistance As a SafeGuard Member You have a right to free language assistance services, including interpretation and translation services. SafeGuard collects and maintains Your language preferences, race, and ethnicity so that we can communicate more effectively with our Members. If You require spoken or Written language assistance or would like to inform SafeGuard of Your preferred language, please contact us at (BOD) 880- 1800. x(800) 880.2800. GCERT2011-DHMO-EOC 25C-1 8 Como miembro de SafeGuard usted tiene derecho a recibir servicios gratuitos de asistencia an Idiomas. Esto incluye servicios de interpretaci6n y traducci6n, SafeGuard recaba la informac16n sobre sus preferencias de idloma, raze, y etnia de manera qua nos podamos comunicar eficazmente con nuestros afiliados. Si necesita asistencia verbal o escrita an su idloma o quiere Informarle a SafeGuard sobre su idiom@ de preferencia, comunlquese con nosotros at (800) 880-1800. NOTICE FOR RESIDENTS OF ALL STATES Notice Regarding Your Rights and Responsibilities Rights: • During the term of the group contract between SafeGuard and Your Organization, SafeGuard will not decrease any benefits, increase any Co -Payment, or the Prepayment Fee, or change any exclusion or limitation, except after at least 30 days Written notice to Your Organization. • We will provide Written notice within a reasonable time to Your Organization of any termination or breach of contract by, or inability to perform of, any contracting provider if Your Organization may be materially and adversely affected. • We will not cancel or fail to renew Your enrollment in this group contract because of your health condition or your requirements for dental rare. • We will treat communications, financial records and records pertaining to Your care in accordance with all applicable laws relating to privacy. • Decisions with respect to dental treatment are the responsibility of You and Your Selected General Dentist. We neither require nor prohibit any specified treatment. However. • Only certain specified services are Covered Services. Please see the Schedule of Benefits. Please also review the DENTAL BENEFITS section of this evidence of coverage for more details. • Your Selected General Dentist must follow the rules and limitations set up by SafeGuard and conduct his or her professional relationship with You within the guidelines established by SafeGuard. If SafeGuard's relationship with Your Selected General Dentist ends, Your Selected General Dentist must complete any and all treatment in progress. SafeGuard will arrange a transfer for You to another Selected General Dentist to provide for continued coverage under the group contract. As indicated on Your enrollment form, Your signature authorizes SafeGuard to obtain copies of your dental records, if necessary. • You may request a response from SafeGuard to any Written concern or complaint. Responsibilities: • You should identify Yourself to Your Selected General Dentist as a covered person under the group contract. If You fail to do so, You may be charged the Selected General Dentist's usual and customary fees instead of the applicable Co -Payment, if any. • You should treat the Selected General Dentist and his or her office staff with respect and courtesy and cooperate with the prescribed course of treatment. If You continually refuse a prescribed course of treatment, Your Selected General Dentist or Specialty Care Dentist has the right to refuse to treat You. SafeGuard will facilitate second opinions and will permit You to change Your Selected General Dental Office; however, SafeGuard will not interfere with the dentist -patient relationship and cannot require a particular dentist to perform particular services. • You should contact the Selected General Dental Office twenty-four (24) hours in advance to cancel an appointment. If You do not, You may be charged a missed appointment fee. • You are responsible for the prompt payment of any charges for services performed by the Selected General Dentist. If the Selected General Dentist agrees to accept part of the payment directly from SafeGuard, You are responsible for prompt payment of the remaining part of the Selected General Dentist's charge. GCERT2011-DHMO-EOC 25C-1 9 • You should notify SafeGuard of changes In family status. If You do not, SafeGuard will be unable to authorize dental care for You and/or Your dependents. • You should consult with Your Selected General Dentist about treatment options, proposed and potential procedures, anticipated outcomes, potential risks, anticipated benefits and alternatives. You should share with Your Selected General Dentist the most current, complete and accurate information about Your medical and dental history and current conditions and medications. • You should follow the treatment plans and health care recommendations agreed upon by Your Selected General Dentist. DENTAL BENEFITS The group contract provides access to You and Your dependents to dental benefits through the use of Selected General Dentists. When You or a dependent receive dental services; You and not Us or Your Organization are solely responsible for payment of all Co -Payments and other charges listed In the Schedule of Benefits and for any excluded procedure, and must make payment directly to the Selected General Dentist rendering such services. Dentist -Patient Relationship We do not provide dental services. Whether or not benefits are available for a particular service does not mean You or Your dependents should or should not receive the service. You and Your dependents, along with the Selected General Dentist have the right and are responsible at all times for choosing the course of treatment and services to be performed, The relationship between You and Your dependents and the Selected General Dentist rendering services or treatment shall be subject to the rules, limitations and privileges incident to the professional relationship, and SafeGuard's Peer Review Committee and Public Policy Committees. The Selected General Dentist shall be solely responsible to You or Your dependent, without interference from SafeGuard or Your Organization, for all services or treatment within the professional relationship. The Selected General Dentist shall have the right to refuse treatment if You or Your dependents continually fail to follow a prescribed course of treatment, use the relationship for illegal purposes, or make the professional relationship onerous. While SafeGuard desires and will actively seek to contract with the most modem dental facilities available in the profession, it is understood and agreed that the operation and maintenance of the Selected General Dentist's facility, equipment and the rendition of all professional services shall be solely and exclusively under the control and supervision of the Selected General Dentist, including all authority and control over the selection of staff, supervision of personnel, and operation of the professional practice and/or the rendition of any particular professional service or treatment. SafeGuard will undertake to see that the services provided to You or Your dependents by Selected General Dentists shall be performed in accordance with professional standards of reasonable competence and skill of dental practitioners, as applicable, prevailing in the community in which each Selected General Dentist practices. Upon termination of a provider contract with a Selected General Dentist, SafeGuard is liable for Covered Services rendered by such provider (other than for Co -Payments) to You or Your dependents who remain under the care of such provider at the time of such termination until the services being rendered are completed, unless We make reasonable and medically appropriate provision for the assumption of such services by another Selected General Dentist. In the event of termination of this group contract, each Selected General Dentist shall complete all dental procedures which have been started prior to the date of termination, pursuant to the terms and conditions of this group contract. Who May Enroll Your Organization is responsible for determining eligibility. You may enroll Yourself and Your dependents, provided each meets Your Organization's eligibility requirements and/or the Service Area and dependent coverage requirements listed below. GCERT2011-DHMO-EOC 25C_20 SERVICE AREA SafeGuard's service area is the geographic region in the state of California where SafeGuard is authorized by the California Department of Managed Health Care to provide Covered Services to Members and in which SafeGuard has a panel of Selected General Dentists and Specialty Care Dentists who have agreed to provide care to SafeGuard members, To enroll in the SafeGuard plan, You and Your dependents must reside, live, or work in the Service Area. DEPENDENT COVERAGE Your Organization is responsible for determining dependent eligibility. In the absence of such a determination, SafeGuard defines eligible dependents as: • Your lawful Spouse or domestic partner; • Your children or grandchildren up to age 28 for whom You provide care, including adopted children, step -children, or other children for whom You are required to provide dental care pursuant to a court or administrative order; • Your children who are incapable of self-sustaining employment and support due to a developmental disability or physical handicap; and • Other dependents if Your Organization provides benefits for these dependents. Please checkwith Your Organization if you have questions regarding your eligibility requirements. WHEN COVERAGE BEGINS Coverage for You and Your enrolled dependents will begin on the date determined by Your Organization. Newborn children are covered the day of birth as long as You are enrolled; legally adopted children, foster children and stepchildren are covered the first day of the month following placement as long as SafeGuard is notified within ninety (90) days. Your coverage will begin on the date determined by Your Organization. Waiting periods for eligibility, if applicable, are determined by Your Organization. Adopted child are covered from the earlier of the moment the child is placed in Your residence, and the child's birth, if You have entered into a written agreement to adopt the child prior to its birth. Newborn children are covered the first day of the month following the date of birth, and foster children and stepchildren are covered the first day of the month following placement as long as Your Organization is notified within 90 days and any Prepayment Fee is paid within that period. Check with Your Organization if You have any questions about when Your coverage begins Choice of Dentists PLEASE READ THE FOLLOWING INFORMATION SO YOU WILL KNOW FROM WHOM OR WHAT GROUP OF PROVIDERS DENTAL CARE MAY BE OBTAINED. When enrolling for dental benefits, You and Your dependents must choose a Selected General Dental Office from Our network. You and Your dependents each may select a different Selected General Dental Office. If You do not select a Selected General Dental Office or the one you chose is not available, SafeGuard may do so for You. Please refer to the Directory of Participating Providers for a complete listing of Selected General Dental Offices. You may obtain a Directory of Participating Providers from Our website www.metlife.com\ mybenefits or by calling (800) 880-1800. Facilities You may obtain a list of SafeGuard's Selected General Dental Offices and their hours of availability by calling SafeGuard at (800) 880-1800. A list of SafeGuard's participating General Dental Offices can be found it is Directory of Participating Providers or online at www.metlife.com\mybenefits. GCERT2011-DHMO-EOC 25C-21 Changing Your Selected General Dental Office You or Your dependent may change Selected General Dental Offices at any time. To do so, please contact Us at (800) 880-1800. We will help You locate a convenient Selected General Dental Office. The transfer will be effective on the first day of the month following the transfer request. There is no limit to how often You or Your dependent may change Selected General Dental Offices. You must pay all outstanding charges owed to Your or Your dependent's Selected General Dental Office before transferring to a new Selected General Dental Office. You may also have to pay a fee for the cost of duplicating x-rays and dental records. Provider Reimbursement By statute, every contract between SafeGuard and its providers state that, in the event SafeGuard fails to pay the provider, You shall not be liable to the provider for any sums owed by SafeGuard. Selected General Dental Offices will collect all applicable co -payments from you directly at the time of service and then bill SafeGuard for reimbursement according to the contracted plan provisions. Selected General Dental Offices are paid on a per member, per month, or "capitated" basis for members that have selected the Selected General Dental Office and may receive an additional or supplemental fee for certain procedures performed. Specialty Care Dentists are compensated according to a negotiated fee schedule. No bonuses or incentives are paid to Selected General Dental Offices or Specialty Care Dentists. For additional information, you may contact SafeGuard at (800) 880-1800 or speak directly with Your provider. Liability of Subscriber or Enrollee for Payment Covered Services must be performed by Your Selected General Dental Office or a Specialty Care Dentist to whom You are referred in accordance with the terms of Your evidence of coverage and Schedule of Benefits. Services performed by any Out -of -Network Dentist are not Covered Services, without prior approval by SafeGuard or Your Selected General Dentist, in accordance with the terms of Your evidence of coverage and Schedule of Benefits (except for out -of -area emergency services). If You or Your dependent self -refer to a Selected General Dentist (other than Your or Your dependent's Selected General Dentist) or an Out -of - Network Dentist, You are responsible for the cost of those services. Prepayment Fee Your Organization prepays Us for Your and Your dependent's coverage. If You are responsible for any portion of this Prepayment Fee, Your Organization will advise You of the amount and how it is to be paid. Please refer to the Co -Payment section, below, for Information relating to Your Co -Payments under this group contract. The Prepayment Fee is not the same as a Co -Payment. The exact Prepayment Fee is contained in the group contract between Us and Your Organization. You may obtain a copy of the group contract from Your Organization, or by writing to SafeGuard Health Plans, Inc., Attn: Legal Department, 5 Park Plaza, Suite 1850, Irvine, CA 92614-2533, or by calling (800) 880-1800. Co -Payments When You or Your dependent receive care from either a Selected General Dentist or a Specialty Care Dentist, You must pay the Co -Payment. The Co -Payment is a fixed dollar amount or a fixed percentage of the Maximum Allowed Charge of the Covered Services performed by Your Selected General Dentist for which We are not responsible, as shown in the Schedule of Benefits. When You or Your dependent are referred to a Specialty Care Dentist, the Co -Payment may be either a fixed dollar amount, or a percentage of the Maximum Allowed Charge. Please refer to the Schedule of Benefits for specific details. When You have paid the required Co -Payment, if any, You have paid in full. If We fail to pay the Selected General Dentist, You will not be liable to the Selected General Dentist for any sums owed by Us. If You or Your dependent choose to receive services from an Out -of -Network Dentist, You will be liable to the Out -of -Network Dentist for the cost of services unless specifically authorized by Us or in accordance with Emergency Dental Condition provisions of this evidence of coverage. We do not require claim forms. GCERT2011-DHMO-EOC 2 5C_2 2 Orthodontic Covered Services Orthodontic treatment is governed by the Schedule of Benefits. If Dental Benefits terminate after the start of Orthodontic treatment, You will be responsible for any additional incurred charges for any remaining Orthodontic treatment. Yearly Maximums The Schedule of Benefits lists the Yearly maximums for Covered Services, if applicable Covered Services After Dental Coverage Ends Dental services received after You or Your dependent's coverage terminates are not covered. Your Selected General Dentist must complete any dental procedure started on you before your termination, abiding by the terms and conditions of the plan. Orthodontic treatment is governed by the Orthodontic limitations listed in the Schedule of Benefits. If coverage from the plan ends after the start of Orthodontic treatment, You or Your dependent will be responsible for any costs Orthodontic treatment after coverage ends. Non -Covered Services IMPORTANT: If you opt to receive dental services that are not covered services under this plan, a participating dental provider may charge you his or her usual and customary rate for those services. Prior to providing a patient with dental services that are not a covered benefit, the dentist should provide to the patient a treatment plan that Includes each anticipated service to be provided and the estimated cost of each service. If you would like more information about dental coverage options, you may call member services at (800) 880- 1800 or your insurance broker. To fully understand your coverage, you may wish to carefully review this evidence of coverage. Other Charges All other charges You may be required to pay under this evidence of coverage are listed in the Schedule of Benefits. You must pay all Co -Payments, or the percentage of the Maximum Allowed Charge that We are not responsible for under the group contract. Reimbursement Provisions You are financially responsible for the cost of any services received from Out -of --Network Dentist unless those services were arranged by Your or Your dependent's Selected General Dentist or were required to treat an Emergency Dental Condition. When You or Your dependent receive a Covered Service from an Out -0f -Network Dentist for an Emergency Dental Condition, You should request that the Out -of -Network Dentist bill Us. If the Dentist refuses to bill Us but agrees to bill You, You should immediately submit the bill to Us In accordance with the sub -section titled Emergency Dental Care. If you receive a bill or have paid for a Covered Service and seek reimbursement, please contact SafeGuard at (800) 880-1800. Once you have paid your Co -Payments for Covered Services at Your Selected General Dentist Office, you are no responsible for any other payments for Covered Services. Specialty Care Referrals During the course of treatment, Your Selected General Dentist may encounter situations that require the services of a Specialty Care Dentist. Your Selected General Dentist is responsible for determining when the services of a Specialty Care Dentist are necessary. How Specialty Care is accessed is determined by Your plan. Some plans allow self -referral while others require that Your Selected General Dentist refer You directly to a provider whose practice is limited to Specialty Care. Please consult the Schedule of Benefits for full information. GCERT2011-DHMO-EOC 25C-23 9 Second Opinion You or Your dependent may request a second opinion if there are unanswered questions about diagnosis, treatment plans, and/or the results achieved by such dental treatment. In addition, We or You or Your dependent's Selected General Dentist may also request a second opinion. There is no second opinion consultation charge. You or Your dependent will be responsible for the office visit Co -Payment as listed in the Schedule of Benefits. Reasons for a second opinion to be provided or authorized shall include, but are not limited to, the following: (1) If You or Your dependent question the reasonableness or necessity of recommended surgical procedures. (2) If You or Your dependent question a diagnosis or plan of care for a condition that threatens loss of life, loss of limb, loss of bodily function, or substantial impairment, including, but not limited to, a serious chronic condition. (3) If the clinical indications are not clear or are complex and confusing, a diagnosis is in doubt due to conflicting test results, or the treating Selected General Dentist is unable to diagnose the condition, and the enrollee requests an additional diagnosis. (4) If the treatment plan in progress is not improving Your or Your dependent's dental condition within an appropriate period of time given the diagnosis and plan of care, and You or Your dependent request a second opinion regarding the diagnosis or continuance of the treatment. Requests for second opinions are processed within five (5) business days of Our receipt of such request, except when an expedited second opinion is warranted; in which case a decision will be made and conveyed to You within twenty-four (24) hours. Upon approval, We will contact the consulting Selected General Dentist and make arrangements to enable You or Your dependent to schedule an appointment. All second opinion consultations will be completed by a Selected General Dentist with qualifications in the same area of expertise as the referring Selected General Dentist or Selected General Dentist who provided the initial examination or dental care services. You or Your dependent may request a second opinion or obtain a copy of the second dental opinion policy by contacting Us either by calling (800) 880-1800 or sending a written request to the following address: SafeGuard Go Customer Service PO Box 3594 Laguna Hills, CA 92654-3594 Emergency Dental Care Emergency Dental Care means dental screening, examination, and evaluation by a Dentist, or, to the extent permitted by applicable law, by appropriate personnel under the supervision of a Dentist to determine if an Emergency Dental Condition exists, and, if it does, the care and treatment necessary to relieve or eliminate the Emergency Dental Condition. All Selected General Dental Offices provide treatment for Emergency Dental Conditions twenty-four (24) hours a day, seven (7) days a week and We encourage You or Your dependent to seek care from Your Selected General Dental Office. If treatment for an Emergency Dental Condition is required, You or Your dependent may go to any dental provider, go to the closest emergency room, or call 911 for assistance, as necessary. Prior authorization is not required. Your reimbursement from Us for treatment for an Emergency Dental Condition, if any, is limited to the extent the treatment You or Your dependent received directly relates to the evaluation and stabilization of the Emergency Dental Condition. All reimbursements will be allocated in accordance with the group contract, subject to any exclusions and limitations. Hospital charges and/or other charges for care received at any hospital or outpatient care facility are not Covered Services. If You or Your dependent receive treatment for an Emergency Dental Condition, You will be required to pay the charges to the Dentist and submit a claim to Us for a benefits determination. If You or Your dependent seek treatment for an Emergency Dental Condition from a provider located more than fifty (50) miles away GCERT2011-DHMO-EOC 2 5^-2 4 10 from Your or Your dependent's Selected General Dentist, You or Your dependent will receive coverage for the treatment of the Emergency Dental Condition up to a maximum of fifty dollars ($50). To be reimbursed for treatment of an Emergency Dental Condition, You must notify Us after receiving such treatment. If You or Your dependent's physical condition does not permit such notification, You must make the notification as soon as it is reasonably possible to do so. Please include your name, ID number of the person who received treatment, address and telephone number on all requests for reimbursement. If You or Your dependent do not have an Emergency Dental Condition and a delay in receiving treatment would not be detrimental to Your or Your dependent's health, please contact Your or Your dependent's Selected General Dental Office or Our Customer Service Department at (800) 880-1800 to make reasonable arrangements for Your or Your dependent's care. TERMINATION OF BENEFITS Cancellation of Benefits Your coverage may be cancelled for any reason, after not less than sixty (60) days Written notice by either SafeGuard or Your Organization. Your coverage may be cancelled after not less than thirty (30) days Written notice for: • Non-payment of amounts due under the contract, except no Written notice will be required for failure to pay premium. • Failure to establish a satisfactory Dentist -patient relationship and if it is shown that SafeGuard has, in good faith, provided You with the opportunity to select an alternative Dentist, • Failure to reside, live or work in the Service Area. Your coverage may be cancelled for not less than fifteen (15) days Written notice for: • An intentional misrepresentation, except as limited by statute. • Fraud in the use of services or facilities, or on the part of Your Organization. • Such other good cause as agreed upon in the group contract. Your coverage may be cancelled Immediately: • Subject to any continuation of coverage and conversion privilege provisions, if applicable, if You do not meet eligibility requirements other than the requirements that You live, work or reside in the Service Area. • Upon termination of the group contract between SafeGuard and Your Organization, if expired and not renewed. If Your Organization fails to pay the Prepayment Fees through and including the final month of the group contract, all coverage may be terminated at the end of the group contract's grace period, and You may be responsible for the usual and customary fees for any services received from Your Selected General Dentist or Specialty Care Dentist during the period the Prepayment Fees went unpaid, Including the group contract's grace period. If You terminate from the plan while the contract between SafeGuard and Your Organization is in effect, Your coverage will extend to the end of the month following notice of termination. Your Selected General Dentist must complete any dental procedures started on You before Your termination, abiding by the terms and conditions of the plan. Your and Your dependents' enrollment will be cancelled as of the last day for which Prepayment Fees have been received, subject to compliance with notice requirements. In the event Your and Your dependents' enrollment is cancelled, SafeGuard will send such notification to Your Organization, which will, in turn, notify You. Your Organization will also send You notice when Your actual coverage is terminated. GCERT2011-DHMO-EOC 25C-25 11 Orthodontic treatment is governed by the Orthodontic limitations listed on Your Schedule of Benefits. If You terminate coverage from the plan after the start of Orthodontic treatment, You will be responsible for any additional incurred charges for any remaining Orthodontic treatment. Renewal Provisions Your Organization has contracted with SafeGuard to provide services for the time period specified in the group contract. Your coverage under the plan is guaranteed for that time period so long as You meet the eligibility requirements under the plan. When the group contract expires, it may be renewed. If renewed, it Is possible that the terms of the plan may have been changed. If changes to Covered Services, Co -payments or Your contribution to the Prepayment Fees have been made to a renewed contract, Your Organization will notify You not less than thirty (30) days before the effective date, Reinstatement Receipt by SafeGuard of the proper prepaid or periodic payment after cancellation of the contract for non- payment shall reinstate the contract as though It had never been cancelled if such payment is received on or before the due date of the succeeding payment. A Member who alleges that his or her enrollment has been cancelled or not renewed because of his or her health status or requirements for health care services may request a review by the Director of the California Department of Managed Health Care. If the Director determines that a proper complaint exists, the Director shall notify SafeGuard. Within fifteen (15) days after receipt of such notice, SafeGuard shall either request a hearing or reinstate the person as a Member. If, after the hearing, the Director determines that the cancellation or failure to renew is improper, the Director shall order SafeGuard to reinstate the person as a Member. A reinstatement pursuant to this provision shall be retroactive to the time of cancellation or failure to renew and SafeGuard shall be liable for the expenses incurred by the subscriber or enrollee for covered health care services from the date of cancellation or non -renewal to and including the date of reinstatement. Disenrollment You may disenroll from the plan at the end of the term of the group contract, Please contact Your Organization for more information. CONTINUITY OF CARE Current Members If You are a current Member of SafeGuard, You may be eligible to temporarily continue receiving Covered Services for You and/or Your dependents from a former Selected General Dentist Office or Specialty Care Dentist whose contract with SafeGuard is terminated (a "Terminated Provider") for treatment of certain specified dental conditions. Please call SafeGuard at (800) 880-1800 to see if You are eligible for this benefit. You may request a copy of SafeGuard's Continuity of Care Policy from SafeGuard. You must make a specific request to continue under the care of a Terminated Provider. SafeGuard is not required to continue Your care with Your Terminated Provider if You are not eligible under SafeGuard's Continuity of Care Policy or if SafeGuard cannot reach agreement with the Terminated Provider on the terms regarding Your and/or Your dependents' care in accordance with California law. New Members If You are a new Member of SafeGuard, You may be eligible to temporarily continue receiving Covered Services for You and Your dependents from an Out -of -Network Dentist for treatment of certain specified conditions if the services were being provided by an Out -of -Network Dentist at the time the Your coverage becomes effective. Please call SafeGuard at (800) 880-1800 to see If You may be eligible for this benefit. You may request a copy of SafeGuard's Continuity of Care Policy from SafeGuard. You must make a specific request to continue under the rare of the Out -of -Network Dentist. SafeGuard is not required to continue care with the Out -of -Network Dentist if You are not eligible under SafeGuard's Continuity of Care Policy or if SafeGuard cannot reach an agreement with the Out -of -Network Dentist on the terms regarding Your for You and Your dependents care in accordance with California law. GCERT2011-DHMO-EOC 25C-26 12 DENTAL BENEFITS: INQUIRIES AND GRIEVANCE PROCEDURES Routine Questions About Dental Benefits If You have any questions about dental benefits provided by the group contract, please call Us at (800) 880- 1800. Grievance Procedures If You or Your dependents have a grievance with Us or Your Selected General Dentist, You may submit such grievance by calling Our customer service department at (800) 880-1800. When You call, You may: • submit the grievance orally, or • request a grievance form to submit the grievance in Writing. To submit the grievance in Writing, complete the grievance form, or provide a detailed summary of Your grievance to: SafeGuard c/o Quality Management Department PO Box 3532 Laguna Hills, CA 92654-3532 You may also file a Written grievance via our website at www.metlife.com/mybenefits. Please click on Members, then °Forms to Print," and then "Grievance Forms". In all Written correspondence, please be sure to include at least the following information: • Your name, • Name of the Plan, • Identification Number of the person You are Writing about: and • Facility (or Selected General Dental Office) name and number. We agree to investigate and try to resolve complaints received. We will confirm receipt of Your complaint in writing within five (5) calendar days of receipt. We will resolve the complaint and communicate the resolution in writing within thirty (30) calendar days. A grievance must be filed within one hundred and eighty (180) days of the occurrence or incident that is the subject of the grievance. If Your grievance involves an imminent and serious threat to Your health, including but not limited to severe pain, potential loss of life, limb or major bodily function, You or Your provider may request an expedited review, and if Your grievance qualifies as an urgent grievance, We will process Your grievance within three (3) calendar days from receipt of Your request. You are not required to file a grievance with SafeGuard before asking the California Department of Managed Health Care ("Department") to review Your case on an expedited basis. The Department may be contacted at (1 -888 -HMO -2219), TDD line (1-877-688-9891) for the hearing and speech impaired, or http://www.hmohelp.ca.gov. The California Department of Managed Health Care ("Department") is responsible for regulating health care service plans. If You have a grievance against Your health plan, You should first telephone Your health plan at (800) 880-1800 and use Your health plan's grievance process before contacting the Department. Using this grievance procedure does not prohibit any potential legal rights or remedies that may be available to You. If You need help with a grievance involving an emergency, a grievance that has not been satisfactorily resolved by Your health plan, or a grievance that has remained unresolved for more than sixty (60) days, You may call the Department for assistance. You may also be eligible for an Independent Medical Review ("IMR"). If You are eligible for ]MR. the IMR process will provide an impartial review of medical decisions made by a health plan related to the medical necessity of a proposed service or treatment, coverage decisions for treatments that are experimental or investigational in nature and payment disputes for emergency or urgent medical services. The Department also has a toll-free telephone number (1 -888 -HMO -2219) and a TDD line (1- GCERT2011-DHMO-EOC 250-27 13 877-688-9891) for the hearing and speech impaired. The Department's Internet Web Site http://www.hmohelp.ca.gov has complaint forms, [MR application forms and instructions online. Arbitration Each and every disagreement, dispute or controversy which remains unresolved concerning the construction, interpretation, performance or breach of this contract, or the provision of dental services under this contract after exhausting SafeGuard's complaint procedures, arising between the Organization, a Member or the heir- at-law or personal representative of such person, as the case may be, and SafeGuard, its employees, officers or directors, or Selected General Dentist or their dental groups, partners, agents, or employees, may be voluntarily submitted to arbitration in accordance with the American Arbitration Association rules and regulations, whether such dispute involves a claim in tort, contract or otherwise. This includes, without limitation, all disputes as to professional liability or malpractice, that is as to whether any dental services rendered under this contract were unnecessary or unauthorized or were improperly, negligently or incompetently rendered. It also includes, without limitation, any act or omission which occurs during the term of this contract but which gives rise to a claim after the termination of this contract. Arbitration shall be initiated by Written notice to SafeGuard at 5 Park Plaza, Suite 1850, Irvine, CA, 92614-2533. Coordination of Benefits We do not coordinate benefits with any other carrier. If You have coverage with another carrier, please contact that carrier to determine whether coordination of benefits is available. Third Party Liability If benefits covered by the group contract or evidence of coverage are provided to treat an injury or illness caused by the wrongful act or omission of another person or third party, provided that You are made whole for all other damages resulting from the wrongful act or omission before SafeGuard is entitled to reimbursement. You shall: • Reimburse SafeGuard for the reasonable cost of services paid by SafeGuard to the extent permitted under California Civil Code section 3040 immediately upon collection of damages by You, whether by action or law, settlement or otherwise; and • Fully cooperate with SafeGuard's effectuation of its lien rights for the reasonable value of services provided by SafeGuard to the extent permitted under California Civil Code section 3040. SafeGuard's lien may be filed with the person whose act caused the injuries, his or her agent, or the court. SafeGuard shall be entitled to payment, reimbursement, and subrogation in third parry recoveries and You shall cooperate to fully and completely effectuate and protect the rights of SafeGuard, including prompt notification of a case involving possible recovery from a third party, Assignment of Benefits By accepting coverage under the group contract, You agree to cooperate in protecting the interest of SafeGuard under this provision and to execute and deliver to SafeGuard or its nominee any and all assignments or other documents which may be necessary.or proper to fully and completely effectuate and protect the rights of SafeGuard or its nominee. You also agree to fully cooperate with SafeGuard and not take any action that would prejudice the rights of SafeGuard under this provision. INDIVIDUAL CONTINUATION OF DENTAL BENEFITS WITH PAYMENT OF THE PREPAYMENT FEE For Mentally Or Physically Handicapped Children Benefits for a dependent child may be continued past the age limit if the child is incapable of self-sustaining employment because of a mental or physical handicap as defined by applicable law. Proof of such handicap GCERT2011-DHMO-EOC 2 5C-2 8 14 must be sent to Us within thirty-one (31) days after the date the child attains the age limit and at reasonable intervals after such date. Subject to the TERMINATION OF BENEFITS section, benefits will continue while such child: • remains incapable of self-sustaining employment because of a mental or physical handicap; and • continues to qualify as a child, except for the age limit. For Family And Medical Leave Certain leaves of absence may qualify under the Family and Medical Leave Act of 1993 (FMLA) for continuation of benefits. Please contact the Organization for information regarding the FMLA. At The Organization's Option Your Organization may elect to continue benefits by paying the Prepayment Fee for any of the reasons specified below. Please check with Your Organization if You have questions regarding continuation. If Your benefits are continued, benefits for Your dependents may also be continued. You will be notified by Your Organization how much You will be required to contribute. 1. For the period You are laid off, up to two (2) months. 2. For the period You are not at work due to injury or sickness, up to nine (9) months. 3. For the period You are not at work due to any other Organization approved leave of absence; up to two (2) months. At the end of any of the continuation periods listed above, Your benefits will be affected as follows: • if You return to work within these time periods, Your coverage will continue under the group contract; • if You do not return to work within these time periods, Your employment will be considered to end and Your benefits will end. If Your benefits end, Your dependents' benefits will also end. COBRA CONTINUATION FOR DENTAL BENEFITS The following applies to employers with 20 or more employees that are not church or government plans: If Dental Benefits for You or a dependent end, You or Your dependent may qualify for continuation of such benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (COBRA). Please contact Your Organization for information regarding continuation of insurance under COBRA. Cal -Cobra Continuation For Dental Benefits If dental benefits for You or a dependent ends, You or Your dependent may qualify for continuation of such benefits under Cal -Cobra, section 1366.20 of the California Health and Safety Code. Events that Allow Continuation, and Length of Continuation You and Your dependent may continue dental benefits under this plan for a period of up to thirty-six (36) months, if Your dental benefits would otherwise end because: 1. Your employment ends for any reason other than Your gross misconduct, or 2. Your hours worked are reduced. Your Organization must notify us of Your termination or reduction of hours within thirty-one (31) days after Your termination or reduction of hours. GCERT2011-DHMO-EOC 25C-29 15 Your dependent may continue coverage under this plan for up to thirty-six (36) months if Your dependent's dental benefits would otherwise end because of: 1. Your divorce, 2. Your legal separation, 3. Your death or 4. Your becoming eligible for Medicare. Also, Your dependent child may continue coverage under this plan for up to thirty-six (36) months if such child's benefits would otherwise end because that child no longer qualifies as a dependent under the terms of this plan. New Dependents During the continuation period, a child of Yours that is: 1. born; 2. adopted by You; or 3. placed with You for adoption; will be treated as if the child were a dependent at the time benefits were lost due to an event described above. To obtain benefits for the child, You must enroll the child for coverage within thirty (30) days of birth, adoption or placement for adoption. Termination of Coverage With respect to each person who continues benefits, the continued benefits will end on the earliest of: 1. the end of the thirty-six (36) month continuation period; 2. the date of expiration of the last period for which the required payment was made; 3. the date this plan or coverage for Your class is cancelled; 4. the date the person becomes entitled to Medicare; 5. the date the person becomes covered by another group benefit plan that does not have an exclusion or limitation for preexisting conditions that applies to the person; 6. the date the person becomes covered or could become covered by Federal Cobra (Section 4980B of the United States Internal Revenue Code); 7. the date the person becomes covered or could become covered under a plan governed by Chapter 6A of the Public Health Service Act, 42 U.S.C. Section 300bb-1 at seq., relating to Requirements for Certain Group Health Plans for Certain State and Local Employees; 8. The first day of the first month that begins more than thirty-one (31) days after the date of final determination under Title I or Title XVI of the Social Security Act that the person is no longer disabled. Notice and Election of Coverage When You or Your dependents become entitled to continue benefits under the plan because of. 1. Your termination or 2. Your reduction of hours worked, We will send You, at Your last known address, the necessary Prepayment Fee information and enrollment forms and disclosures within fourteen (14) days. You or Your dependents, will then have sixty (60) days to elect to continue benefits from the latest of: 1. the date of the event that gives a right to continue coverage; GCERT2011-DHMO-EOC 25C-30 16 2. the date You are given notice of a right to continue coverage; and 3. the date coverage under this plan ends. When You or Your dependents become entitled to continue benefits under the plan because of: 1, Your or Your dependent's receipt of determination of disability under the terms of the Social Security Act; 2. Your dependent child's ceasing to qualify as a dependent under this plan; 3. Your divorce; 4. Your legal separation; 5. Your death; or 6. Your becoming eligible for Medicare; You or Your dependent must notify us within sixty (60) days. If We do not receive notice within sixty (60) days, the person or persons who would otherwise have been entitled to continued benefits will be disqualified from having dental benefits continued. You or Your dependent's notice and request for continued benefits must be in Writing and delivered to Us by first class mail or other reliable means of delivery including personal delivery, express mail, or private courier company. Cost of Continued Coverage Any person who elects to continue coverage under the plan must pay not more than one -hundred and ten percent (110%) of the full cost of that benefits (including both the share You now pay and the share Your Organization now pays), Payment of the Prepayment Fees The first Prepayment Fee must be paid within forty-five (45) days of Your election to continue benefits. Your first payment of the Prepayment Fee must be sufficient to pay all required Prepayment Fees and all Prepayment Fees due. The Prepayment Fee payment must be sent to Us by first class mail, certified mail or other reliable means of delivery, including personal delivery, express mail or private courier company. After the first Prepayment Fee payment, Your payments for continued coverage must be made on the first day of each month in advance. Failure to submit the correct Prepayment Fee amount within the forty-five (45) day period will disqualify the person(s) to whom the Prepayment Fee relates from receiving continuation coverage. Exceptions This right to continue coverage under this plan does not apply: 1. to a person who is not a resident of California; 2. to a person who is covered by or eligible to be covered by Medicare; 3. to a person who is covered or who becomes covered by another group benefit plan that does not have an exclusion or limitation for preexisting conditions that applies to the person; 4. to a person who is covered, becomes covered, or could become covered by Federal Cobra (Section 4980B of the United States Internal Revenue Code); 5. to a person who is covered, becomes covered, or could become covered under a plan governed by Chapter 6A of the Public Health Service Act, 42 U.S.C. Section 300bb-1 et seq., relating to Requirements for Certain Group Health Plans for Certain State and Local Employees; 6. to a person who fails to meet any one or more of the time limits set forth above for notice and election of coverage; 7, to a person who fails to submit the correct Prepayment Fee when or before it is due; 8. if at the time coverage under this plan ends Your Organization has twenty (20) or more employees; or 9. if Your Organization fails to notify Us of Your termination or reduction In hours within thirty-one (31) days. GCERT2011-DHMO-EOC 25C-31 17 Continuation under a New Plan Your Organization must notify each person who has continued benefits under this plan if this plan ends for any reason and is replaced by Your Organization with a new group plan. The notice must be given thirty (30) days before this plan ends. The notice will be sent to the last known address of the person who has continued coverage under this plan. If this plan ends, continued benefits under this plan will end. A person who has continued benefits under this plan may then elect similar coverage under Your Organization's new group plan, if any, for the balance of the period that the person would have remained covered under this plan. Continued benefits will end for that person if the person does not, within thirty (30) days of receiving notice that this plan has ended, enroll in the new plan and pay any required contribution to the cost of the new plan. Your Organization will provide benefit and contribution information, enrollment forms and instructions for enrolling in the new plan. This information will be sent to the last known address of the person who has a right to continue benefits. If Your Organization or any successor Organization or purchaser of Your Organization ceases to provide a similar group benefit plan to active employees, the right to continue benefits ends. GENERAL PROVISIONS Entire Contract Your dental benefits are provided under a group contract with Your Organization. The entire contract with Your Organization is made up of the following: 1. the group contract and its Exhibits, which include the evidence of coverage and Schedules of Benefits; 2. Your Organization's application; and 3, any amendments and/or endorsements to the group contract. Incontestability: Statements Made by You Any statement made by You will be considered a representation and not a warranty. We will not use such statement to avoid or reduce benefits or defend a claim unless the following requirements are met: 1, the statement is in a Written application or enrollment form; 2. You have Signed the application or enrollment form; and 3, a copy of the application or enrollment form has been given to You or Your Beneficiary. Misstatement of Age If Your or Your dependent's age is misstated, the correct age will be used to determine eligibility for dental benefits and, as appropriate, We will adjust the benefits and/or premiums. Conformity with Law If the terms and provisions of this evidence of coverage do not conform to any applicable law, this evidence of coverage shall be interpreted to so conform. Public Policy Committee The Public Policy Committee ("Committee") provides Our clients with the opportunity to participate in the review of quality improvement activities. Representatives of group contractholders, Selected General Dentists and Specialty Care Dentists, and Our employees, meet quarterly to discuss quality improvement activities and policies. If You are interested in being a representative to the Committee meeting, please contact Us at (800) 880-1800 and ask for the Director of Quality Management. GCERT2011-OHMO-EOC 25C-32 18 DEFINITIONS As used in this evidence of coverage, the terms listed below will have the meanings set forth below. When defined terms are used in this evidence of coverage, they will appear with initial capitalization. The plural use of a term defined in the singular will share the same meaning. Amalgam means a silver filling material usually used on posterior teeth. Anterior means teeth located in the front of the mouth — upper and lower six (6) teeth with three in each Quadrant of the mouth; twelve (12) teeth in total. Asymptomatic means without symptoms, the absence of any indication of disease, surrounding pathology or impaired function. Bicuspid means teeth located immediately in front of the molar teeth — upper and lower with two in each Quadrant of the mouth; eight (8) teeth in total. Bridge or Bridgework means a fixed replacement for one or more missing teeth that is permanently attached to the teeth adjacent to the empty space(s). Cast Restoration means an inlay, onlay, or crown. Co -Payment or Co -Pay means a fixed dollar amount or a fixed percentage of the Maximum Allowed Charge of the Covered Services performed by Your Selected General Dentist, for which We are not responsible, as shown in the Schedule of Benefits. You must pay Your Co -Payment at the time of delivery of supplies or services. Cosmetic means services performed solely for appearance. Treatment of decay, disease or injury to the teeth or supporting tissues of the teeth is not evident. Cosmetic means any procedure which is directed at improving the patient's appearance and does not meaningfully promote the proper function or prevent or treat illness or disease. Covered Service means a dental service used to treat Your or Your dependent's dental condition which is: • prescribed or performed by a Dentist while such person is covered for dental benefits; • Dentally Necessary to treat the condition; and • described in the Schedule of Benefits, or • Dental Benefits sections of this evidence of coverage. Crown means a restoration place over a tooth to strengthen and/or replace missing tooth structure. A crown can be made of different materials, for example, noble, high noble, and base metals, or porcelain or porcelain and metal. Dental Hygienist means a person trained to: • remove calcareous deposits and stains from the surfaces of teeth; and • provide information on the prevention of oral disease. The term does not include: • You; • Your Spouse; or • any member of Your immediate family including Your and/or Your Spouse's parents; children (natural, step or adopted); siblings; grandparents; or grandchildren. Dentally Necessary means that a dental service or treatment is performed in accordance with generally accepted dental standards and is: • necessary to treat decay, disease or injury of the teeth; or • essential for the care of the teeth and supporting tissues of the teeth. GCERT2011-DHMO-EOC 25C-33 19 Dentist means: • a person licensed to practice dentistry in the jurisdiction where such services are performed; or • any other person whose services, according to applicable law, must be treated as Dentist's services for purposes of the group contract. Each such person must be licensed in the jurisdiction where the services are performed and must act within the scope of that license. The person must also be certified and/or registered if required by such jurisdiction. • For purposes of dental benefits, the term will include a physician who performs a Covered Service. The term does not include: • You; • Your spouse; or • any member of Your immediate family including Your and/or Your spouse's parents; children (natural, step or adopted); siblings; grandparents; or grandchildren. Dentures means fixed partial dentures (bridgework), removable partial dentures and removable full dentures. Directory of Participating Providers means the list of Selected General Dentists from whom You must select to receive Covered Services. Domestic Partner means each of two people, of the same or opposite sex, one of whom is an employee of Your Organization, who represent themselves publicly as each other's domestic partner and have: • registered as domestic partners with a government agency or office where such registration is available; or • submitted a domestic partner declaration to Your Organization. The domestic partner declaration must establish that: • each person is 18 years of age or older; • neither person is married; • neither person has had another domestic partner within 6 months prior to the date they enrolled for insurance for the Domestic Partner under the Group Policy; • they have shared the same residence for at least 6 months prior to the date they enrolled for insurance for the Domestic Partner under the Group Policy; • they are not related by blood in a manner that would bar their marriage in the jurisdiction in which they reside; • they have an exclusive mutual commitment to share the responsibility for each other's welfare and financial obligations which commitment existed for at least 6 months prior to the date they enrolled for insurance for the Domestic Partner under the Group Policy, and such commitment is expected to last indefinitely; and • 2 or more of the following exist as evidence of joint responsibility for basic financial obligations: a joint mortgage or lease; designation of the Domestic Partner as beneficiary for life insurance or retirement benefits; joint wills or designation of the Domestic Partner as executor and/or primary beneficiary; designation of the Domestic Partner as durable power of attorney or health care proxy; ownership of a joint bank account, joint credit cards or other evidence of joint financial responsibility; or other evidence of economic interdependence. Your Organization will review the declaration and determine whether to accept the request to insure the Domestic Partner. Your Organization will inform the employee of its decision. GCERT2011-DHMO-EOC 2 5C-34 20 Emergency Dental Condition means a dental condition the onset of which is sudden, that manifests itself by symptoms of sufficient severity, including, but not limited to, bleeding, swelling or severe pain, that a prudent layperson, possessing an average knowledge of dentistry and health, could reasonably expect the absence of Immediate dental attention to result in: • placing the health of the person afflicted with such condition in serious jeopardy; • serious impairment to such person's bodily functions; • serious impairment or dysfunction of any bodily organ or part of such person; or • serious disfigurement of such person. Endodontics means procedures that treat the nerve or the pulp of the tooth. These procedures are usually needed due to injury or infection of the tooth, Experimental means services that do not have endorsement from professional organizations whose role is to evaluate such Items. Services that are either unproven for the diagnosis or treatment of a condition or not generally recognized by the professional community as effective or appropriate for the diagnosis or treatment of a condition. Maximum Allowed Charge means the lesser of: • the amount charged by the Selected General Dentist or; the maximum amount which the Selected General Dentist has agreed with Us to accept as payment in full for the dental service. Member means an individual enrolled in the Safeguard dental plan. Oral Surgery means surgery performed in and around the mouth, to remove teeth, reshape portions of the bone or soft tissue, or biopsy suspect areas of the mouth. Organization means an employer or other entity that has contracted with Us to arrange for the provision of dental care benefits. Orthodontics means braces and other procedures or appliances to help align the upper and lower teeth. Out -of -Network Dentist means a Dentist who does not have a contractual agreement with Us to provide Covered Services to You or a dependent Periodontics means procedures related to treatment of the supporting structures of the teeth, such as gums and underlying bone. Posterior means teeth that have flat chewing surfaces, located in the back of the mouth - upper and lower twenty (20) teeth, including molars, bicuspids (premolars), and wisdom teeth. Prepayment Fee means the monthly fee paid to Us by Your Organization. The prepayment fee is not the same as a Co -Payment. Primary Teeth means the first set of teeth ("baby" teeth). Prophylaxis means a standard cleaning, the scaling and polishing of teeth to remove plaque and tarter above the gum line. Prosthodontics means the replacement of missing teeth with artificial substitutes. The appliances can be fixed (bridge or implant) or removable (dentures). Quadrant means one of the four equal sections into which Your mouth can be divided. GCERT2011-DHMO-EOC 25C-35 21 Reasonable and Customary Charge means the least of: • the amount charged by the Selected General Dentist for a Covered Service; • the usual amount charged by the Selected General Dentist for dental services which are the same as, or similar to, the Covered Service; or • the usual amount charged by other Selected General Dentist in the same geographic area for dental services which are the same as, or similar to, the Covered Service. Resin -based Composite means tooth -colored (white) fillings Selected General Dentist means a SafeGuard contracted dentist who agrees in Writing to provide dental services under special terms, conditions and financial reimbursement arrangements with SafeGuard. Selected General Dental Office means a dental office contracted with SafeGuard consisting of dentists who agree in Writing to provide dental services under special terms, conditions and financial reimbursement arrangements with SafeGuard. Service Area means the geographical area in which SafeGuard has a panel of Selected General Dentists and Specialty Care Dentists who have agreed to provide care to SafeGuard customers. To enroll in the SafeGuard plan, You and Your dependents (except dependent children) must, reside, live, or work in the Service Area. Signed means any symbol or method executed or adopted by a person with the present intention to authenticate a record, which is on or transmitted by paper or electronic media, which is acceptable to Us and consistent with applicable law. Specialty Care means services provided by an endodontist, periodontist, pediatric Dentist, oral surgeon, or orthodontist. These services may be covered at a Co -Payment, or at 75% of the Dentists Reasonable and Customary Charge. Specialty Care Dentist means a SafeGuard contracted dentist who agrees in Writing to provide Specialty Care services under special terms, conditions and financial reimbursement arrangements with SafeGuard. We, Us and Our mean SafeGuard Health Plans, Inc. Written or Writing means a record on or transmitted by paper or electronic media which is acceptable to Us and consistentwith applicable law. Year or Yearly means the 12 month period that begins January 1. You and Your mean a person, other than a dependent, who is covered under the group contract for the dental benefits described in this evidence of coverage. GCERT2011-DHMO-EOC 25^-36 22 MetLife Our Privacy Notice We know that you buy our products and services because you trust us. This notice explains how we protect your privacy and treat your personal information. It applies to current and former customers, "Personal information" as used here means anything we know about you personally. This privacy notice is for individuals who apply for or obtain our products and services under an employee benefit plan, or group insurance or annuity contract. In this notice, "you" refers to these individuals. We take important steps to protect your personal information. We treat it as confidential. We tell our employees to take care in handling It. We limit access to those who need it to perform their jobs. Our outside service providers must also protect it, and use it only to meet our business needs. We also take steps to protect our systems from unauthorized access. We comply with all laws that apply to us. We typically collect your name, address, age, and other relevant Information. We may also collect information about any business you have with us, our affiliates, or other companies. Our affiliates Include life, car, and home insurers. They also include a bank, a legal plans company, and securities broker-dealers. In the future, we may also have affiliates in other businesses. We get your personal information mostly from you. We may also use outside sources to help ensure our records are correct and complete. These sources may include consumer reporting agencies, employers, other financial institutions, adult relatives, and others. These sources may give us reports or share what they know with others. We don't control the accuracy of information outside sources give us. If you want to make any changes to information we receive from others about you, you must contact those sources. We collect your personal information to help us decide if you're eligible for our products or services. We may also need it to verify identities to help deter fraud, money laundering, or other crimes. How we use this information depends on what products and services you have or want from us. It also depends on what laws apply to those products and services. For example, we may also use your Information to: • administer your products and services • process claims and other transactions • perform business research • confirm or correct your information • market new products to you • help us run our business • comply with applicable laws MWWIIIIICOSIMUM We may share your personal information without your consent if permitted or required by law. For example, we may share your information with businesses hired to carry out services for us. We may also share it with our affiliated or unaffiliated business partners through joint marketing agreements. In those situations, we share your information to jointly offer you products and services or have others offer you products and services we endorse or sponsor. Before sharing your information with any affiliate orjoint marketing partner for their own marketing purposes, however, we will first notify you and give you an opportunity to opt out. Other reasons we may share your information include: • doing what a court, law enforcement, or government agency requires us to do (for example, complying with search warrants or subpoenas) • telling another company what we know about you if we are selling or merging any part of our business • giving information to a governmental agency so it can decide if you are eligible for public benefits CPN -Group -Ann -2015 25C-37 • giving your information to someone with a legal interest in your assets (for example, a creditor with a lien on youraccount) • giving your information to your health care provider • having a peer review organization evaluate your information, if you have health coverage with us • those listed in our "Using Your Information" section above We will not share your health information with any other company — even one of our affiliates — for their own marketing purposes. The Health Insurance Portability and Accountability Act (" HIPAK) protects your information if you request or purchase dental, vision, long-term care and/or medical insurance from us. HIPAA limits our ability to use and disclose the information that we obtain as a result of your request or purchase of insurance. Information about your rights under HIPAA will be provided to you with any dental, vision, long-term care or medical coverage issued to you. You may obtain a copy of our HIPAA Privacy Notice by visiting our website at www.MetLife.com. Select "Privacy Policy" at the bottom of the home page. For additional information about your rights under HIPAA; or to have a HIPAA Privacy Notice mailed to you, contact us at HIPAAorivacyAmericasUS(@metlife.com, or callus at telephone number (212) 578-0299. You may ask us for a copy of the personal information we have about you. Generally, we will provide it as long as it is reasonably retrievable and within our control. You must make your request in writing listing the account or policy numbers with the information you want to access. For legal reasons, we may not show you anything we learned as part of a claim or lawsuit, unless required by law. If you tell us that what we know about you is incorrect, we will review it If we agree, we will update our records, Otherwise, you may dispute our findings in writing, and we will include your statement whenever we give your disputed information to anyone outside MetLife. We want you to understand how we protect your privacy. If you have any questions about this notice, please contact us. When you write, include your name, address, and policy or account number. Send privacy questions to: MetLife Privacy Office P. 0. Box 489 Warwick, RI 02887-9954 Privacy(),metlife.com We may revise this privacy notice. If we make any material changes, we will notify you as required by law. We provide this privacy notice to you on behalf of these MetLife companies: Metropolitan Life Insurance Company MetLife Insurance Company USA SafeGuard Health Plans, Inc. CPN -Group -Ann -2015 MetLife Health Plans, Inc. General American Life Insurance Company SafeHeatth Life Insurance'Company 25C-38 EXHIBIT 3 SCHEDULE OF BENEFITS SOB Number GPNP10-DHMO SOB Form GCERT2010-DHMO-SOB Applies to All Covered Persons — 0041-D DATE: January 1, 2017 25C-39 Effective Date January 1, 2017 EXHIBIT 3 MetLeife SCHEDULE OF BENEFITS Benefits provided by SafeGuard Health Plans, Inc., a MetLife company Direct Referral Dental Plan* 0041-D This Schedule of Benefits lists the services available to you under your SafeGuard plan, as well as the co- payments associated with each service. There are other factors that impact how your plan works and those are Included here in the Exclusions & Limitations. We have also added some dental terminology definitions to help you better understand your plan - these can be found at the back of this Schedule. During the course of treatment, your SafeGuard selected general dentist may recommend the services of a dental specialist. 'Your SafeGuard selected general dentist is responsible for coordinating your dental care, and If necessary, referring you to a SafeGuard contracted specialist, and will submit all required documentation to SafeGuard for any necessary referral. Your and Your Dependent's Code Service uo-vayr Diagnostic Treatment D0120 Periodic oral evaluation - established patient $0 D0140 Limited oral evaluation - problem focused $0 D0145 Oral evaluation for a patient under three years of age and counseling with $0 primary caregiver D0150 Comprehensive oral evaluation - new or established patient $0 D0171 Re-evaluation — post-operative office visit $0 D0180 Comprehensive periodontal evaluation - new or established patient $0 Office visit — per visit (including all fees for sterilization and/or infection control $0 Radiographs / Diagnostic Imaging (X-rays) $0 D0210 Intraoral — complete series of radiographic Images $0 D0220 Intraoral — periapical first radiographic image $0 D0230 Intraoral — periapical each additional radiographic image $0 D0240 Intraoral — occlusal radiographic Image $0 D0250 Extraoral —first radiographic image $0 D0260 Extraoral — each additional radiographic image $0 D0270 Bitewing — single radiographic image $0 D0272 Bitewings — two radiographic images $0 D0273 Bitewings — three radiographic Images $0 D0274 Bitewings — four radiographic images $0 D0330 Panoramic radiographic image $0 D0350 2D oral/facial photographic image obtained intra -orally or extra -orally $0 Tests and Examinations D0460 Pulp vitality tests $0 D0470 Diagnostic casts $0 0041 -D -SOB 25C-40 1 01/15 SCHEDULE OF BENEFITS (Continued) 0041-D•SOB 25C-41 2 Your and Your Dependent's Code Service Co -Payment Preventive Services Procedures identified with an asterisk (`) are limited to twice a year, unless medically necessary. D1110 Prophylaxis — adult' $0 D1120 Prophylaxis — child' $0 D1206 Topical application of fluoride varnish' $0 D1208 Topical application of fluoride — excluding varnish $0 D1330 Oral hygiene instructions $0 D1351 Sealant — per tooth $0 D1510 Space maintainer — fixed — unilateral $0 D1515 Space maintainer — fixed — bilateral $0 D1520 Space maintainer— removable — unilateral $0 D1525 Space maintainer — removable — bilateral $0 D1550 Re -cement or re -bond space maintainer $0 D1555 Removal of fixed space maintainer $0 Restorative Treatment D2140 Amalgam — one surface, primary or permanent $0 D2150 Amalgam — two surfaces, primary or permanent $0 D2160 Amalgam — three surfaces, primary or permanent $0 D2161 Amalgam —four or more surfaces, primary or permanent $0 D2330 Resin -based composite — one surface, anterior $0 D2331 Resin -based composite — two surfaces, anterior $0 D2332 Resin -based composite — three surfaces, anterior $0 D2335 Resin -based composite — four or more surfaces or involving incisal angle $0 (anterior) D2390 Resin -based composite crown, anterior $0 Crowns The use of noble or high noble for any procedure will include additional lab fees. $75 fee per crown unit above co -pay for porcelain on molars. D2710 Crown — resin -based composite (indirect) $0 D2712 Crown —3/a resin -based composite (indirect) $0 D2740 Crown — porcelain/ceramic substrate $0 D2750 Crown — porcelain fused to high noble metal $0 D2751 Crown — porcelain fused to predominantly base metal $0 D2752 Crown — porcelain fused to noble metal $0 D2780 Crown - 3/4 cast high noble metal $0 D2781 Crown —3/ cast predominantly base metal $0 D2782 Crown — 3/a cast noble metal $0 D2790 Crown —full cast high noble metal $0 D2791 Crown —full cast predominantly base metal $0 D2792 Crown —full cast noble metal $0 0041-D•SOB 25C-41 2 SCHEDULE OF BENEFITS (Continued) Periodontics D4210 Gingivectomy or gingivoplasty — four or more contiguous teeth or tooth Your and Your bounded spaces per quadrant Dependent's Code Service Co -Payment D2794 Crown — titanium $0 D2910 Re -cement or re -bond inlay, onlay, veneer or partial coverage restoration $0 D2915 Re -cement or re -bond indirectly fabricated or prefabricated post and core $0 D2920 Re -cement or re -bond crown $0 D2930 Prefabricated stainless steel crown — primary tooth $0 D2931 Prefabricated stainless steel crown — permanent tooth $0 D2940 Protective restoration $0 D2950 Core buildup, including any pins when required $0 D2951 Pin retention — per tooth, in addition to restoration $0 D2952 Post and core in addition to crown, Indirectly fabricated $0 D2953 Each additional indirectly fabricated post — same tooth $0 D2954 Prefabricated post and core in addition to crown $0 D2970 Temporary crown (fractured tooth) $0 Endodontics All procedures exclude final restoration. $0 D3110 Pulp cap — direct (excluding final restoration) $0 D3120 Pulp cap — indirect (excluding final restoration) $0 D3220 Therapeutic pulpotomy (excluding final restoration) — removal of pulp coronal to $0 the dentinocemental junction and application of medicament D3310 Endodontic therapy, anterior tooth (excluding final restoration) $0 D3320 Endodontic therapy, bicuspid tooth (excluding final restoration) $0 D3330 Endodontic therapy, molar tooth (excluding final restoration) $0 D3332 Incomplete endodontic therapy; inoperable, unrestorable or fractured tooth $0 D3346 Retreatment of previous root canal therapy — anterior $0 D3347 Retreatment of previous root canal therapy — bicuspid $0 D3348 Retreatment of previous root canal therapy — molar $0 D3351 Apexification/recalcification — initial visit (apical closure / calcific repair of $0 perforations, root resorption, etc.) D3410 Apicoectomy — anterior $0 D3421 Apicoectomy— bicuspid (first root) $0 D3425 Apiccectomy— molar (first root) $0 D3426 Apicoectomy (each additional root) $0 D3430 Retrograde filling — per root $0 Periodontics D4210 Gingivectomy or gingivoplasty — four or more contiguous teeth or tooth $0 bounded spaces per quadrant D4211 Gingivectomy or gingivoplasty — one to three contiguous teeth or tooth bounded $0 spaces per quadrant D4240 Gingival flap procedure, including root planing — four or more contiguous teeth $0 or tooth bounded spaces per quadrant D4241 Gingival flap procedure, including root planing — one to three contiguous teeth $0 or tooth bounded spaces per quadrant D4260 Osseous surgery (including elevation of a full thickness flap and closure) — four $0 or more contiguous teeth or tooth bounded spaces per quadrant 0041 -D -SOB 25C-42 3 SCHEDULE OF BENEFITS (Continued) Removable Prosthodontics • Replacement limit I every 3 years. Your and Your • Denture relines: Twice in one year Dependent's Code Service Co -Payment D4261 Osseous surgery (including elevation of a full thickness flap and closure) — one $0 D5120 to three contiguous teeth or tooth bounded spaces per quadrant $0 D4341 Periodontal scaling and root planing —four or more teeth per quadrant $0 D4342 Periodontal scaling and root planing — one to three teeth per quadrant $0 D4356 Full mouth debridement to enable comprehensive evaluation and diagnosis $0 D4910 Periodontal maintenance $0 Removable Prosthodontics • Replacement limit I every 3 years. • Denture relines: Twice in one year • Includes up to 3 adjustments within 6 monthsof delivery. D5110 Complete denture — maxillary $0 D5120 Complete denture—mandibular $0 D5130 Immediate denture — maxillary $0 D5140 Immediate denture — mandibular $0 D5211 Maxillary partial denture — resin base (including any conventional clasps, rests $0 and teeth) D5212 Mandibular partial denture — resin base (including any conventional clasps, $0 rests and teeth) D5213 Maxillary partial denture— cast metal framework with resin denture bases $0 (including any conventional clasps, rests and teeth) D5214 Mandibular partial denture — cast metal framework with resin denture bases $0 (including any conventional clasps, rests and teeth D5410 Adjust complete denture — maxillary $0 D5411 Adjust complete denture — mandibular $0 D5421 Adjust partial denture — maxillary $0 D5422 Adjust partial denture — mandibular $0 D5510 Repair broken complete denture base $0 D5520 Replace missing or broken teeth — complete denture (each tooth) $0 D5610 Repair resin denture base $0 D5620 Repair cast framework $0 D5630 Repair or replace broken clasp $0 D5640 Replace broken teeth — per tooth $0 D565D Add tooth to existing partial denture $0 D6660 Add clasp to existing partial denture $0 05710 Rebase complete maxillary denture $0 D5711 Rebase complete mandibular denture $0 D5720 Rebase maxillary partial denture $0 D5721 Rebase mandibular partial denture $0 D5730 Reline complete maxillary denture (chairside) $0 D5731 Reline complete mandibular denture (chairside) $0 D5740 Reline maxillary partial denture (chairside) $0 D5741 Reline mandibular partial denture (chairside) $0 D5750 Reline complete maxillary denture (laboratory) $0 0041 -D -SOB 25C-43 4 SCHEDULE OF BENEFITS (Continued) Your and Your Dependent's Code Service Co -Paye D5751 Reline complete mandibular denture (laboratory) $0 D5760 Reline maxillary partial denture (laboratory) $0 D5761 Reline mandibular partial denture (laboratory) $0 D5820 Interim partial denture (maxillary) $0 D5821 Interim partial denture (mandibular) $0 D5850 Tissue conditioning, maxillary $0 D5851 Tissue conditioning, mandibular $0 Crowns/Fixed Bridges - Per Unit The use of noble or high noble for any procedure will include additional lab fees. $75 fee per crown/bridge unit above co -pay for porcelain on molars. D6206 Pontic— indirect resin based composite $0 D6210 Pontic—cast high noble metal $0 D6211 Pontic— cast predominantly base metal $0 D6212 Pontic — cast noble metal $0 D6214 Pontic—titanium $0 D6240 Pontic — porcelain fused to high noble metal $0 D6241 Pontic— porcelain fused to predominantly base metal $0 D6242 Pontic — porcelain fused to noble metal $0 D6250 Pontic — resin with high noble metal $0 D6251 Pontic — resin with predominantly base metal $0 D6252 Pontic — resin with noble metal $0 D6710 Crown — Indirect resin based composite $0 D6720 Crown — resin with high noble metal $0 D6721 Crown — resin with predominantly base metal $0 D6722 Crown — resin with noble metal $0 D6750 Crown — porcelain fused to high noble metal $0 D6751 Crown — porcelain fused to predominantly base metal $0 D6752 Crown — porcelain fused to noble metal $0 D6780 Crown — % cast high noble metal $0 D6781 Crown —3/<castpredominantly base metal $0 D6782 Crown — M cast noble metal $0 D6790 Crown —full cast high noble metal $0 D6791 Crown—full cast predominantly base metal $0 D6792 Crown —full cast noble metal $0 D6794 Crown—titanium $0 D6930 Re -cement or re -bond fixed partial denture $0 Oral Surgery • Includes routine post operative visits/treatment. • Surgical removal of impacted teeth - (not covered unless pathology (disease) exists). 0041 -D -SOB 25C-44 1; SCHEDULE OF BENEFITS (Continued) 0041 -D -SOB 25C-45 Your and Your Dependent's Code Service Co -Payment Surgical removal of wisdom tooth/third molar for orthodontic reasons only is not covered. D7140 Extraction, erupted tooth or exposed root (elevation and/or forceps removal) $0 D7210 Surgical removal of erupted tooth requiring removal of bone and/or sectioning $0 of tooth and including elevation of mucoperiosteal flap if indicated D7220 Removal of Impacted tooth — soft tissue $0 D7230 Removal of impacted tooth — partially bony $0 D7240 Removal of impacted tooth — completely bony $0 D7250 Surgical removal of residual tooth roots (cutting procedure) $0 D7285 Inclsional biopsy of oral tissue — hard (bone, tooth) $0 D7286 Incisional biopsy of oral tissue — soft $0 157310 Alveoloplasty In conjunction with extractions — four or more teeth or tooth $0 spaces, per quadrant D7311 Alveoloplasty in conjunction with extractions — one to three teeth or tooth $0 spaces, per quadrant D7320 Alveoloplasty not in conjunction with extractions — four or more teeth or tooth $0 spaces, per quadrant D7321 Alveoloplasty not in conjunction with extractions — one to three teeth or tooth $0 spaces, per quadrant D7960 Frenulectomy — aka frenectomy or frenotomy— separate procedure not Incidental to another procedure $0 D7903 Frenuloplasty $0 Orthodontics D8020 Limited orthodontic treatment of the transitional dentition (up to 24 months) $500 D8030 Limited orthodontic treatment of the adolescent dentition (up to 24 months) $500 D8040 Limited orthodontic treatment of the adult dentition (up to 24 months) $500 D8070 Comprehensive orthodontic treatment of the transitional dentition (full treatment case up to 24 months - including fixed/removable appliances) $1,000 D8080 Comprehensive orthodontic treatment of the adolescent dentition (full treatment case up to 24 months - including fixed/removable appliances) $1,000 D8090 Comprehensive orthodontic treatment of the adult dentition (full treatment case up to 24 months - including fixed/removable appliances) $1,000 D8660 Pre -orthodontic treatment examination to monitor growth and development $25 D8680 Orthodontic retention (removal of appliances, construction and placement of retainer(s)) $250 D8693 Re -cement or re -bond fixed retainers $0 Adjunctive General Services D9110 Palliative (emergency) treatment of dental pain — minor procedure $0 D9120 Fixed partial denture sectioning $0 D9215 Local anesthesia In conjunction with operative or surgical procedures $0 D9219 Evaluation for deep sedation or general anesthesia $0 D9310 Consultation — diagnostic service provided by dentist or physician other than requesting dentist or physician $0 0041 -D -SOB 25C-45 SCHEDULE OF BENEFITS (Continued) Your and Your Dependent's Code Service Co -Payment D9430 Office visit for observation (during regularly scheduled hours) — no other services performed $0 D9440 Office visit — after regularly scheduled hours $0 D9952 Occlusal adjustment—complete D9986 Missed appointment (less than 24 -hr notice) D9987 Cancelled appointment (if less than 24 -hr notice, see D9986) 0041 -D -SOB Current Dental Terminology © American Dental Association 25C-46 $0 Not to exceed $25 $0 Dental Terminology Definitions These definitions are designed to give you a "layman's understanding" of some dental terminology in order for you to better understand your plan; they are not full descriptions. Amalgam: A silver filling Anterior: Teeth that are in the front of the mouth Bicuspid: Most people have eight bicuspid teeth; they are located immediately preceding the molar teeth with two in each quadrant of the mouth. Bridge: A replacement for one or more missing teeth that is permanently attached to the teeth adjacent to the empty space(s), Crown: A covering created to place over a tooth to strengthen and/or replace tooth structure. A crown can be made of different materials (noble, high noble), base metal, porcelain or porcelain and metal. Endodontics: Procedures that treat the nerve or the pulp of the tooth due to injury or infection. Oral Surgery: Surgery to remove teeth, reshape portions of the bone in the mouth, or biopsy suspect areas of the mouth. Orthodontics: Braces and other procedures to straighten the teeth. Periodontics: Procedures related to treatment of the supporting structures of the teeth (gums, underlying bone). Posterior: Teeth that set towards the back of the mouth, including molars and bicuspids (premolars). Primary Teeth: The first set of teeth ("baby" teeth). Prophylaxis: Scaling and polishing of teeth by removal of the plaque above the gum line. Prosthodontics: The restoration of natural and/or the replacement of missing teeth with artificial substitutes. Quadrant: One of the four equal sections into which your mouth can be divided (some procedures like periodontics are done in quadrants). Resin -based Composite: Tooth -colored (white) fillings 0041 -D -SOB 25C-47 Exclusions and Limitations Exclusions 1. Services performed by a general dentist or dentist whose practice is limited to providing Specialty Care, not contracted with SafeGuard without prior approval by SafeGuard, (except for out of area emergency services). 2. Any dental services, or appliances which are determined to be not reasonable and/or necessary for maintaining or improving the member's dental health, as determined by the SafeGuard Selected General Dentist. 3. Any procedures not specifically listed as a covered benefit in the Schedule of Benefits. 4. Dental procedures or services performed solely for cosmetic purposes or solely for appearance. 5. Orthognathic surgery. 6. Any inpatient/outpatient hospital charges of any kind including dentist and/or physician charges, prescriptions or medications. 7. Replacement of dentures, crowns, appliances or bridgework that have been lost, stolen, or damaged due to abuse, misuse,or neglect. 8. Treatment of malignancies, cysts, or neoplasms. 9. Procedures, appliances, or restorations whose main purpose is to change the vertical dimension of occlusion, correct congenital, developmental, or medically induced dental disorders including, but not limited to treatment of myofunctional, myoskeletal, or temporomandibular joint disorders unless otherwise specified as an orthodontic benefit on the Schedule of Benefits. 10. Dental implants and services associated with the placement of implants, prosthodontics restoration of dental implants, and specialized implant maintenance services. 11. Precision attachments. 12. Dental procedures initiated prior to the member's eligibility under this Plan or started after the members termination from the Plan. 13. Dental services provided for or paid by a federal or state government agency or authority, political subdivision, or other public program other than Medicaid or Medicare. 14. Dental services required while serving in the Armed Forces of any country or international authority or relating to a declared or undeclared war or acts of war. 15. Services considered unnecessary or experimental in nature. 16. Dental procedures or appliances for minor tooth guidance or for the control of harmful habits such as thumb sucking and tongue thrusting. 17. Any dental procedure or treatment unable to be performed in the dental office due to the general health or physical limitations of the member including, but not limited to physical or emotional resistance, inability to visit the dental office, or allergy to commonly utilized local anesthetics. 0041 -D -SOB 25C-48 EL's 2.15 Exclusions and Limitations Limitations 1. Cleanings (prophylaxis) and fluoride treatments are limited to twice a year unless medically necessary. 2. An additional charge will be applied for any procedure using noble or high noble metal. 3. Full -mouth X-rays: Once initially and thereafter when diagnostically necessary, 4. Periodontal maintenance procedures are a covered benefit only when listed as a covered service on your plan's Schedule of Benefits. If covered, periodontal maintenance procedures must follow active periodontal therapy, and are limited to 2 in a 12 month period. 5. Dentures (full or partial): Replacement only after three (3) years have elapsed following any prior provision of such dentures under a SafeGuard Benefit Plan. Replacements will be a benefit only if the existing denture is unsatisfactory and can not be made satisfactory as determined by the SafeGuard Selected General dentist. 6. Denture relines: Twice in one year 7. Sealants are a covered benefit only when they are listed as a covered service on your plan's Schedule of Benefits. If covered, the plan benefit applies to primary and permanent molar teeth, within four (4) years of eruption. S. There is a $75 co -payment per crown/bridge unit in addition to regular co -payments for porcelain on molars. 9. Surgical removal of wisdom teeth/third molar for orthodontic reasons only is not a covered benefit. 10. Delivery of removable prosthodontics includes up to three (3) adjustments within six (6) months of delivery date of service. 11. Surgical removal of impacted teeth is not a covered benefit unless pathology [disease] exists. 12. The co -payments listed for endodontic procedures do not include the cost of final restoration. 13. General anesthesia Is a covered benefit only when it is listed as a covered service on your plan's Schedule of Benefits, and when it is administered by the treating dentist, In conjunction with oral and periodontal surgical procedures. Orthodontic Exclusions & Limitations 1. Orthodontic treatment must be provided by a SafeGuard Selected General Dentist or contracted dentist whose practice is limited to providing Specialty Care in order for the cc -payments listed in the Schedule of Benefits to apply. 2. Plan benefits shall cover twenty-four (24) months of usual and customary orthodontic treatment and an additional twenty-four (24) months of retention. Treatment extending beyond such time periods will be subject to a per -office -visit charge of $25 dollars. 3. The following are not included as orthodontic benefits: A. Repair or replacement of lost or broken appliances; B. Retreatment of orthodontic cases; C. Treatment in progress at inception of eligibility; 0041 -D-SOB 25C-49 EL's 2.15 Exclusions and Limitations D. Interceptive or phase I orthodontics; E. Changes in treatment necessitated by an accident; F. Treatment involving: 1) Maxillo-facial surgery, myofunctional therapy, cleft palate, micrognathia, macroglossia 2) Hormonal imbalances or other factors affecting growth or developmental abnormalities; 3) Treatment related to temporomandibular joint disorders; 4) Lingually placed direct bonded appliances and arch wires ("invisible braces"); and 5) Functional appliances that are used in conjunction with fixed appliances. G. Diagnostic records: 1) Cephalometric x-rays and other x-rays; 2) Diagnostic tracings of cephalometric x-rays; 3) Photographs; and 4) Study models. 4. The retention phase of treatment shall include the construction, placement, and adjustment of retainers, 5. Should a member or client terminate from the Plan for any reason and at that time be receiving orthodontic treatment, the Member and not SafeGuard shall be responsible for payment of the balance due for any orthodontic treatment performed after termination. The member's payment shall be increased by an additional $2,050 above the members co -payment and excluding any charges for diagnostic records, shall be prorated over the number of months to completion of active treatment, and be payable on such terms and conditions as are arranged between the Member and the orthodontist. 6. The retention phase of treatment, if required, shall Include the construction, placement and adjustment of retainers, the maximum cost of which shall not exceed $250.00. 7. If a member does not require treatment or chooses not to start treatment after the participating SafeGuard orthodontist has completed a diagnosis and consultation, the Member will be charged a consultation fee of $25.00 in addition to the fees for such diagnostic records. 0041 -D -SOB 25C-50 EUs 2.15 LANGUAGE ASSISTANCE As a SafeGuard member you have a right to free language assistance services, including interpretation and translation services. SafeGuard collects and maintains your language preferences, race, and ethnicity so that we can communicate more effectively with our members. If you require language assistance or would like to inform SafeGuard of your preferred language, please contact SafeGuard at (800) 880-1800. Como miembro de SafeGuard usted tiene derecho a recibir servicios gratuitos de asistencia en Idlomas. Esto incluye servicios de Interpretaclon y traduccidn. SafeGuard recaba la informaclbn sabre sus preferencias de idiom@, raza, y etnia de manera que nos podamos comunicar eficazmente con nuestros afiliados. Si necesita asistencia an su idioma o quiere informarle a SafeGuard sabre su idioma de preferencia, comuniquese con SafeGuard al (800) 880-1800. iV,*jSafeGaardt` ,&A, 3 { t#A fttjaf, Saf4UafdgM2. jW.V*r NZONSM91 AMfOWOtiWMC+. kAf MMMARtAMA. AIIAZIM&M ffilft4b. At*MW9:iR#W R*MSafeGuard, 7i�S� § $SaieGuardl , A(sao) swiss@, 25C-51 25C-52 DELTA DENTAL OF CALIFORNIA (A Not -for -Profit Corporation Incorporated in California and a Member of the Delta Dental Plans Association) Home Office: 100 First Street, San Francisco, California 94105 (Herein referred to as "Delta Dental") 415-972-8300 Group Number 00599 IN CONSIDERATION of the application made by CITY OF SANTA ANA, referred to In this Contract as "the Contractholder," and IN CONSIDERATION of payment by the Contractholder of the Premiums as stated in Article 3, Delta Dental agrees to provide the Benefits In Article 4 for a period of two years, beginning at 12:01 a.m., Standard Time, on the Effective Date, January 1, 2018, and continuing from year to year thereafter, unless this Contract is terminated in accordance with Article 9. Premiums are payable by the Contractholder before the Effective Date, and thereafter as stated in Article 3. The following document is attached to this Contract and made a part hereof: Appendix B Current Dental Terminology This Contract contains the following Articles: Article 1 Definitions Article 2 Eligibility Article 3 Premium Payments Article 4 Benefits Provided; Limitations and Exclusions Article 5 Deductibles & Maximum Amount Article 6 Coordination of Benefits Article 7 Conditions Under Which Delta Dental WIII Provide Benefits Article 8 Other Delta Dental Obligations Article 9 Termination and Renewal Article 10 Continued Coverage Option Article 11 General Provisions EXHIBIT 2 25d-53 ARTICLE 1 - DEFINITIONS These terms, when used in this Contract, mean the following: 1.1 Administrator - a third party entity designated by Delta Dental to perform administrative functions described throughout this Contract, including, but not limited to, the collection of premium and eligibility. 1.2 Benefits - those dental services that are available under the terms of this Contract as set out In Article 4. 1.3 Contract - this agreement between Delta Dental and the Contractholder Including the attached appendices. This Contract Is the entire Contract between the parties. 1.4 Contract Term - the period beginning on the Effective Date and ending on December 31, 2018, and each subsequent yearly period during which this Contract remains in effect. 1.5 Delta Dental PPO(5A) Dentist - a Dentist with whom Delta Dental has a written agreement to provide services at the in -network level for Enrollees in this Delta Dental PPO Plan. 1.6 Delta Dental PPO Dentist's Fee - the fee that a Delta Dental PPO Dentist has contractually agreed with Delta Dental to accept for treating Enrollees under this plan, or the Fee Actually Charged, whichever is less, for a Single Procedure. 1.7 Delta Dental PPO Dentist's Prevailing Fee - the fee for a Single Procedure that satisfies the majority of Delta Dental PPO Dentists, as determined by Delta Dental based upon confidential fee listing accepted by Delta Dental from Delta Dental PPO Dentists. 1.8 Delta Dental Dentist - a Dentist who has signed an agreement with Delta Dental or a. Participating Plan, agreeing to provide services under the terms and conditions established by Delta Dental or the Participating Plan. 1.9 Dentist - a duly licensed Dentist legally entitled to practice dentistry when and where services are provided. 1.10 Dependent - a Primary Enrollee's Dependent who is eligible for Benefits under Article 2 of this Contract. 1.11 Eligibility Date - the date an Enrollee's eligibility for Benefits becomes effective under the terms of this Contract. 1.12 Enrollee - a Primary Enrollee or Dependent who is eligible and enrolls for Benefits under Article 2 of this Contract, or a person ceasing to meet such conditions who chooses Continued Coverage as set out In Article 10, and for whom Delta Dental receives the appropriate monthly payment as set out In Article 3. 1.13 Enrollee Co -payment.- the portion of the Dentist's fees or allowances charged for Benefits that is the Enrollee's responsibility. 1.14 Fee Actually Charged - the fee for a particular dental service or procedure that a Dentist submits to Delta Dental on a claim form, less any portion of such fee that is discounted, waived or rebated, or which the Dentist does not use good faith efforts to collect. 1.15 Participating Plan - Delta Dental and any other member of the Delta Dental Plans Association with which Delta Dental contracts to assist It In administering the Benefits of this Contract. 2 25C-54 1.16 Premiums - the amounts payable by the Contractholder as provided in Article 3. 1.17 Prevailing Fee - an allowance determined by Delta Dental and/or a Participating Plan for services provided by a dentist who Is not a Delta Dental Dentist. 1.18 Primary Enrollee - an individual, who by their association with the Contractholder, is eligible for Benefits under Article 2 of this Contract. 1.19 Procedure Numbers - the Procedure Numbers shown on Appendix B. 1.20 Single Procedure - a dental procedure to which a separate Procedure Number has been assigned by the American Dental Association In the current version of Current Dental Terminology (CDT). Many CDT codes are listed In Appendix B of this Contract. 1.21 For a Dentist who has signed a Delta Dental Dentist Agreement with Delta Dental of California, his or her "Usual, Customary and Reasonable Fee" for any Single Procedure Is the fee that the Dentist has filed with Delta Dental and which Delta Dental has accepted. For these Dentists, the words "Usual, Customary and Reasonable" means the following: Usual - the amount which a Dentist regularly charges and receives for a given service. If the Dentist charges more than one fee for a given service, the "usual" fee for that service is the lowest fee which the Dentist regularly charges or offers. Customary - the fee is within the range of usual fees charged and received for a particular service by Dentists of similar training in the same geographic area which Delta Dental determines Is statistically relevant. Reasonable - a fee schedule is reasonable If It Is "usual" and `customary." Additionally, a specific fee to a specific Enrollee is reasonable If It Is justifiable considering special circumstances, or extraordinary difficulty, of the case In question. ARTICLE 2 - ELIGIBILITY 2.1 All regular employees may enroll in this plan and will become eligible to receive Benefits immediately following one month from their date of hire. 2.2 Dependents of Primary Enrollees are eligible to enroll under this Contract provided: (1) a minimum of 50% of employees with Dependents enroll all their Dependents who are not covered under any other group dental care plan; (2) said Dependents are enrolled at the time of enrollment of the employee or within 30 days of loss of any other coverage and proof of prior coverage is provided to the Contractholder; (3) contributions for the enrolled Dependent continue to be made through payroll deductions until the employee's coverage terminates, or the Dependent is no longer eligible as defined below, or the employee elects to discontinue dependent coverage; and (4) new Dependents who qualify for enrollment are enrolled on the first day of the month next following their eligibility as Dependents, except that dependent children up to four years of age may be enrolled at the beginning of any Contract Year Including the Contract Year immediately following their fourth birthday. 2.3 Once a Primary Enrollee elects to discontinue dependent coverage, Dependents may not be re -enrolled under this plan, unless the Dependent Is the subject of a Qualified Medical Child Support Order requiring the Primary Enrollee to provide the Dependent Benefits under this plan. 2.4 Dependents are the Primary Enrollee's legal spouse and dependent children from birth to age 26. Children Include natural children, stepchildren, adopted children, children placed for adoption and foster children. The Dependents of Primary Enrollees are eligible to enroll on the same date that the employee, of whom they are a Dependent, becomes a Primary Enrollee. Later -acquired Dependents become'eligible as soon as they acquire dependent status. 25d-55 2.5 A dependent child may continue eligibility If; a) He or she is Incapable of self-sustaining employment because of a physically or mentally disabling Injury, Illness or condition that began prior to reaching the limiting age; b) He or she is chiefly dependent on the eligible employee for support; and c) Proof of Dependent's disability is provided within 60 days of request. Such requests will not be made more than once a year following a two year period after this Dependent reaches the limiting age. Eligibility will continue as long as the Dependent relies on the eligible employee for support because of a physically or mentally disabling Injury, Illness or condition that began before he or she reached the limiting age. 2.6 Dependents in military service are not eligible. 2.7 Every enrolled employee and Dependent meeting the preceding conditions of eligibility Is an Enrollee. However, Delta Dental will not provide Benefits for any employee or his or her Dependents unless (1) the employee Is Included on the list of Primary Enrollees submitted as required by this Article (or any revision or correction of such a list), and (2) the appropriate payments are made as required by Article 3 of this Contract, for the months in which Delta Dental provides covered dental services. 2.8 The Contractholder agrees to enroll all of Its Primary Enrollees in this plan, All employees of the Contractholder meeting the eligibility requirements of this Article are "Primary Enrollees" under this plan unless the Contractholder offers one or more alternate plans of dental coverage. In that event, Primary Enrollees will continue to be eligible under this plan unless they rile a choice card with the Contractholder electing an alternate plan during an open enrollment period agreed upon between Delta Dental and the Contractholder. 2.9 The Contractholder will compile and furnish Delta Dental with an initial report of all Primary Enrollees, showing their Enrollee ID numbers, their dates of hire and division codes. The initial report shall be provided to Delta Dental or prior to the Effective Date of this Contract. The Contractholder also agrees to report all persons electing continued coverage under Article 10, showing their Enrollee ID numbers and date of election. 2.10 The Contractholder may continue to submit subsequent eligibility reports monthly or may report only additions or deletions to the initial report. If the report is not updated by the Contractholder or has not arrived or been processed for the current month, Delta Dental will extend the last report received to process claims. The extension of the eligibility report does not waive the requirement that the Contractholder provide an updated report to Delta Dental each month indicating additions or deletions from any previous report. The Contractholder shall pay, as set forth in Article 3, all Premiums applicable for Primary Enrollees reported in the updated report. 2.11 Enrollees are not eligible during a period the Primary Enrollee does not report to work on a regular basis and is not actively employed as determined by the Contractholder. Eligibility resumes on the first day of the month following the return to active employment If amounts due to Delta Dental for Enrollees have been paid. Eligibility can continue without Interruption If the Contractholder continues to report the employee as a Primary Enrollee and the amounts due to Delta Dental are paid on the employee's behalf. Coverage is reinstated on the day employment Is resumed for Enrollees that are members of the National Guard or a military reserve unit absent from work due to active military duty. Any waiting period applied as a result of an Enrollee's absence from active employment due to service in the National Guard or military reserve unit shall be waived. a 25C-56 2.12 A Primary Enrollee absent from work due to a leave of absence governed by the "Family and Medical Leave Act of 1993" (P.L. 103-3) will not be subject to Section 2,11. 2.13 A Primary Enrollee absent from work due to a leave of absence governed by the "Uniformed Services Employment and Re-employment Rights Act of 1994" (P.L. 103-353) will not be subject to Section 2.11. Such Primary Enrollee shall have the right to continue coverage for up to 24 months while he or she Is on military leave. If the Primary Enrollee elects this continued coverage, he or she must submit the Premiums necessary to the Contractholder. 2.14 A Primary Enrollee's eligibility ends on the last day of the month in which his or her full-time employment ends, unless he or she chooses to continue coverage under Article lo. A Dependent's eligibility ends along with the Primary Enrollee's, or sooner if the Dependent loses his or her Dependent status, unless continued coverage Is chosen in a timely fashion by or on behalf of the Dependent(s) under Article 10. Eligibility for such continued coverage will continue for the period required by the Option. In any event, eligibility ends immediately when this Contract ends. 2.15 The Contractholder agrees to permit Delta Dental, by its auditors or other authorized representatives, on reasonable advance written notice, to inspect the Contractholder's records in order to verify the accuracy of lists of Primary Enrollees prepared by the Contractholder and submitted to Delta Dental and to verify the Contractholder's compliance with Article 3 of this Contract. ARTICLE 3 — PREMIUM PAYMENTS 3.1 Within ten days after receipt of Delta Dental's Invoice, except for the month of January 2018, the Contractholder agrees to pay the following monthly, billed Premiums to Delta Dental, at the address shown on the first page of this Contract, for all of Contractholder's Primary Enrollees and their Dependents who are "Enrollees" as set forth in ArtIcIe2 of this Contract: $52.56 for each Primary Enrollee without enrolled Dependents; and $129.44 for each Primary Enrollee with one or more enrolled Dependents. Contractholder agrees to pay the invoiced amount. Eligibility adjustments reported to Delta Dental after the date the invoice is prepared will be reflected on the subsequent month's invoice. Such adjustments are limited to the three-month period prior to the most current month for which the Contractholder provides eligibility data. Contractholder agrees to bear the cost of such Premiums without withholding or otherwise charging Primary Enrollees for their coverage. Primary Enrollees agree to bear the cost of coverage for their enrolled Dependents. 3.2 The Premium for each person electing continued coverage under the Continued Coverage Option in Article 10 for himself or herself will be the same as that for a single Primary Enrollee. The Premium for a person who also elects continued coverage for his or her Dependents is the same as that for a Primary Enrollee with the same number of Dependents. The Contractholder may charge persons choosing coverage under Article 10 such amounts as are permitted by law. 3.3 This Contract is not in effect until Delta Dental receives the initial Premiums from the Contractholder. 3.4 If this Contract terminates for any reason, the Contractholder agrees to pay all Premiums earned by Delta Dental but unpaid by the Contractholder. 256-57 3.5 In addition to the amounts, If any, which Delta Dental withholds from payments to Dentists as provided In Delta Dental Dentists Rules, the Contractholder authorizes Delta Dental to deduct from each of Its monthly payments to Delta Dental 15.75% of such amount as compensation for Delta Dental's administration of this dental plan. 3.6 After the end of each Contract Term, the stabilization shall be calculated by Delta Dental from the Effective Date of the Contract. The following percentage of any positive amount ("plus stabilization") may be reflected In the calculation of the renewal rate for the succeeding Contract Term and/or may be used to offset the additional cost of Increased Benefits for the succeeding Contract Term. 25% for Contractholders with an average monthly enrollment of 100 to 199 Primary Enrollees 50% for Contractholders with an average monthly enrollment of 200 to 299 Primary Enrollees. 75% for Contractholder with an average monthly enrollment of 300 to 399 Primary Enrollees. 100% for Contractholders with an average monthly enrollment of 400 or more Primary Enrollees. Average monthly enrollment Is based on the 12 -month period preceding each renewal date of this Contract. Any negative or positive amount occurring during a Contract Term will be Included in the calculation of the stabilization during the succeeding Contract Term. Stabilization means the negative or positive amount of Premiums paid under this plan after deduction of claims paid, reserves for Incurred but unreported claims and Delta Dental's administrative charge. In no event, however, shall the plus stabilization or any part of it be returned to the Contractholder In a cash transaction and such amounts remaining upon termination of the Contract shall remain with Delta Dental. 3.7 In the event the Contractholder chooses to convert to a self-funded plan during or at the end of a Contract Term, the stabilization accumulated under this plan is combined with the reserves held for incurred but unreported claims, with the balance used to pay for claims and administration without regard to the date of service. 3.8 Except as provided in the next paragraph, an agreement between Delta Dental and the Contractholder Is required to change the Contractholder's Premium rates during a Contract Term. 3.9 During a Contract Term, if any government agency Imposes any new tax on Delta Dental based on the amount of Premiums payable or the number of persons covered under this Contract, or if the rate of any existing tax on the amount of Premiums or the number of persons covered under this Contract increases, the Premiums stated in this Article will increase by the amount of any such new or increased tax(es): 3.10 Premiums and eligibility may be adjusted retroactively by Delta Dental or the Contractholder, but such adjustments are limited to the three-month period prior to the most current month for which the Contractholder provides eligibility data. ARTICLE 4 - BENEFITS PROVIDED; LIMITATIONS AND EXCLUSIONS 4.1 Subject to the limitations and exclusions set forth below, the following services are Benefits when they are provided by a Dentist and when they are necessary and customary as determined by the standards of generally accepted dental practice. 6 25C-58 4.2 DIAGNOSTIC AND PREVENTIVE BENEFITS. Delta Dental agrees to pay 100°/% of the Dentist's Usual, Customary and Reasonable fees or the Fee Actually Charged, whichever is less, or 100% of the Delta Dental PPO Dentist's Fee for the following Diagnostic and Preventive Benefits: Diagnostic- oral examinations (including initial examinations, periodic examinations and emergency examinations) x-rays examination of blopsled tissue palliative (emergency) treatment of dental pain specialist consultation Preventive- prophylaxis (cleaning) topical application of fluoride solution space maintainers Note on additional Benefits during pregnancy - When an Enrollee is pregnant, Delta Dental will pay for additional services to help Improve the oral health of the Enrollee during the pregnancy. The additional services each calendar year while the Enrollee is covered under this Contract Include: one additional oral exam and either one additional routine cleaning or one additional periodontal scaling and root planing per quadrant. Written confirmation of the pregnancy must be provided by the Enrollee or her dentist when the claim Is submitted. 4.3 BASIC BENEFITS. Delta Dental agrees to pay 75% of the Dentist's Usual, Customary and Reasonable fees or the Fee Actually Charged, whichever is less, or 80% of the Delta Dental PPO Dentist's Fees for the following Basic Benefits: Oral Surgery- extractions and certain other surgical procedures, including pre- and post- operative care Restorative- amalgam, silicate or composite (resin) restorations (fillings) for treatment of carious lesions (visible destruction of hard tooth structure resulting from the process of dental decay) Endodontic- treatment of the tooth pulp Periodontic- treatment of gums and bones supporting teeth Sealants- topically -applied acrylic, plastic or composite material used to seal developmental grooves and pits in teeth for the purpose of preventing dental decay Adjunctive General Services- general anesthesia; I.V. sedation; office visit for observation; office visit after regularly scheduled hours; therapeutic drug injection; treatment of post- surgical complications (unusual circumstances); occlusal adjustment, limited 4.4 CROWNS, INLAYS, ONLAYS AND CAST RESTORATIONS BENEFITS. Delta Dental agrees to pay 50% of the Dentist's Usual, Customary and Reasonable fees or the Fee Actually Charged, whichever is less, or 50% of the Delta Dental PPO Dentist's Fee for the treatment of carious lesions (visible destruction of hard tooth structure resulting from the process of dental decay) which cannot be restored with amalgam, silicate or direct composite (resin) restorations. 25C'-59 4.5 PROSTHODONTIC BENEFITS. Delta Dental agrees to pay 50% of the Dentist's Usual, Customary and Reasonable fees or the Fee Actually Charged, whichever Is less, or 50% of the Delta Dental PPO Dentist's Fee for the construction or repair of fixed bridges, partial or complete dentures to replace missing, natural teeth; for Implant surgical placement and removal; and for Implant supported prosthetics, including Implant repair and recementatlon. 4.6 LIMITATIONS: (a) Only the first two oral examinations, including office visits for observation and specialist consultations, or combination thereof, provided to an Enrollee twice In a calendar year while he or she is enrolled under any Delta Dental plan are Benefits under this plan. See Note on additional Benefits during pregnancy. (b) Delta Dental pays for full -mouth x-rays only after five years have elapsed since any prior set of full -mouth x-rays was provided under any Delta Dental plan. Delta Dental pays for a panoramic x-ray provided as an Individual service only after five years have elapsed since any prior panoramic x-ray was provided under any Delta Dental plan. (c) Bitewing x-rays are provided on request by the Dentist, but not more than twice In a calendar year for children to age 18, or once In a calendar year for adults ages 18 and over, while the patient is an Enrollee under any Delta Dental plan. (d) A prophylaxis (cleaning) or Single Procedure that includes a prophylaxis is a Benefit twice each calendar year under any Delta Dental plan. See note on additional Benefits during pregnancy. Routine prophylaxes are covered as a Diagnostic and Preventive Benefit and periodontal prophylaxes are covered as a Basic Benefit. (e) Perlodontal scaling and root planing Is a Benefit once for each quadrant each 24 - month period. See note on additional Benefits during pregnancy. (f) Fluoride treatment Is a Benefit twice each calendar year under any Delta Dental plan. (g) Sealant Benefits include the application of sealants only to permanent first molars through age eight and second molars through age (15) if they are without caries (decay) or restorations on the occlusal surface. Sealant Benefits do not include the repair or replacement of a sealant on any tooth within two years of Its application. (h) Crowns, Inlays, Onlays or Cast Restoration are Benefits on the same tooth only once every five years while the patient Is an Enrollee under any Delta Dental plan, unless Delta Dental determines that replacement is required because the restoration is unsatisfactory as a result of poor quality of care, or because the tooth involved has experienced extensive loss or changes to tooth structure or supporting tissues since the replacement of the restoration. (1) Prosthodontic appliances and implants that were provided under any Delta Dental plan will be replaced only after five years _ have passed, except when Delta Dental determines that there Is such extensive loss of remaining teeth or change in supporting tissues that the existing fixed bridge, partial denture or complete denture cannot be made satisfactory. Replacement of a prosthodontic appliance or Implant supported prosthesis not provided under a Delta Dental plan will be covered If It Is unsatisfactory and cannot be made satisfactory. Implant removal Is limited to one for each tooth during the Enrollee's lifetime whether provided under a Delta Dental or any other dental care plan. e 25C-60 (j) Delta Dental will pay the applicable percentage of the Dentist's Fee for a standard cast chrome or acrylic partial denture or a standard complete denture, (A "standard" complete or partial denture Is defined as a removable prosthetic appliance provided to replace missing natural, permanent teeth and which is constructed using accepted and conventional procedures and materials.) (k) If an Enrollee selects a more expensive plan of treatment than Is customarily provided, or specialized techniques, an allowance will be made for the least expensive, professionally acceptable alternative treatment plan. Delta Dental will pay the applicable percentage of the lesser fee and the Enrollee is responsible for the remainder of the Dentist's fee. For example: a crown, where an amalgam filling would restore the tooth, or a precision denture, where a standard denture would suffice. 4.7 EXCLUSIONS - The following services are not BeneFlts: (a) Services for Injuries or conditions that are covered under Workers' Compensation or Employer's Liability Laws. (b) Services which are provided to the Enrollee by any, Federal or State Government Agency or are provided without cost to the Enrollee by any municipality, county or other political subdivision, except as provided in California Health and Safety Code Section 1373(a). (c) Services with respect to congenital (hereditary) or developmental (following birth) malformations or cosmetic surgery or dentistry for purely cosmetic reasons, Including but not limited to: cleft palate, upper or lower jaw malformations, enamel hypoplasla (lack of development), fluorosis (a type of discoloration of the teeth) and anodontia (congenitally missing teeth). (d) Services for restoring tooth structure lost from wear (abrasion, erosion, attrition, or abfractlon), for rebuilding or maintaining chewing surfaces due to teeth out of alignment or occlusion, or for stabilizing the teeth. Such services Include but are not limited to equilibration and periodontal splinting. (e) Prosthodontic services or any Single Procedure started prior to the date the person became eligible for such services under this Contract. (f) Prescribed or applied therapeutic drugs, premedication or analgesia. (g) Experimental procedures. (h) All hospital costs and any additional fees charged by the Dentist for hospital treatment. (1) Charges for anesthesia, other than general anesthesia or I.V. sedation administered by a licensed Dentist In connection with covered Oral Surgery services and select Endodontic and Periodontic procedures. (j) Extra -oral grafts (grafting of tissues from outside the mouth to oral tissue). (k) Diagnosis or treatment by any method of any condition related to the temporomandibular (jaw) joint or associated musculature, nerves and other tissues. (1) Replacements of existing restorations for any purpose other than active tooth decay. 25G-61 (m) Occlusal guards and complete occlusal adjustment. (n) Orthodontic services (treatment of mal -alignment of teeth and/or jaws). (o) Diagnostic casts. 4.8 An agreement between the Contractholder and Delta Dental Is required to change Benefits during a Contract Term. ARTICLE 5 - DEDUCTIBLES & MAXIMUM AMOUNT 5.1 Applicable to services provided by a Delta Dental PPO Dentist: Each Enrollee must pay the first $25 ("deductible amount") of fees for services that are Benefits received by an Enrollee during the term of this Contract and otherwise covered by this Contract. Such deductible amount will not exceed $50 for all Enrollees in a single family, consisting of a Primary Enrollee and his or her Dependents, as defined. Delta Dental will compute these fees based on the Dentist's Usual, Customary and Reasonable fees. Applicable to services provided by other dentists: Each Enrollee must pay the first $50 ("deductible amount") of fees for services that are Benefits received by an Enrollee during the term of this Contract and otherwise covered by this Contract. Such deductible amount will not exceed $100 for all Enrollees in a single family, consisting of a Primary Enrollee and his or her Dependents, as defined. Delta Dental will compute these fees based on the Dentist's Usual, Customary and Reasonable fees. 5.2 Such deductible amounts shall apply once each calendar year or portion thereof during which the Enrollee Is continuously eligible under this Contract. The deductible does not apply to Diagnostic and Preventive Benefits. 5.3 Applicable to services provided by a Delta Dental PPO Dentist: The maximum amount Delta Dental will pay for Diagnostic and Preventive, Basic, Crowns, Inlays, Onlays and Cast Restorations and Prosthodontic Benefits provided to any Enrollee in a calendar year Is 1,250. Applicable to services provided by other dentists: The maximum amount Delta Dental will pay for Diagnostic and Preventive, Basic, Crowns, Inlays, Onlays and Cast Restorations and Prosthodontic Benefits provided to any Enrollee In a calendar year is 1,000, ARTICLE 6 - COORDINATION OF BENEFITS 6.1 If a group insurance policy or any other group health Benefits plan, Including another Delta Dental plan, entitles a person to receive or be reimbursed for the cost of dental services, which are also Benefits under this plan, and If this plan is "primary" under the rules described below, Delta Dental will provide Benefits as if the other plan did not exist. If the other plan is "primary" under these rules, then Delta Dental will coordinate Benefits under this plan with the primary plan in accordance with California law (California Health and Safety Code 1374.19 (2007). 6.2 If the other plan mainly covers services or expenses other than dental care, this plan is "primary." Otherwise, Delta Dental will use the following rules to determine which plan is "primary": (a) The plan that covers the person as other than a Dependent is primary over the plan that covers the person as a Dependent, with the following exception: If the person is also a Medicare Beneficiary and Medicare is: (1) secondary to the plan covering the person as a Dependent; and io 25C-62 (II) primary to the plan covering the person as other than a Dependent (for example, a retired employee), then the Benefits of the plan covering the person as a Dependent are determined before the Benefits of the plan covering the person as other than a Dependent. (b) The plan which covers a child as a Dependent of a parent whose birthday occurs earlier In a calendar year Is primary over the plan which covers a child as a Dependent of a parent whose birthday occurs later in a calendar year (except for a dependent child whose parents are separated or divorced as described in (c) below). (c) In the case of a dependent child whose parents are legally separated or divorced: (I) If the parent with custody has not remarried, the plan that covers the child as a Dependent of the parent with custody is primary over the plan which covers the child as a Dependent of the parent without custody. (II) If the parent with custody has remarried, the plan which covers the child as a Dependent of the parent with custody Is primary over the plan which covers the child as a Dependent of the step-parent, and the plan which covers the child as a Dependent of the step-parent Is primary over the policy or plan which covers the child as a Dependent of the parent without custody. (iii) If there is a court decree that establishes financial responsibility for dental services which are Benefits under this plan, then notwithstanding (1) and (ii), the plan which covers the child as a Dependent of the parent with such financial responsibility is primary over any other plan which covers the child. 6.3 The Benefits of a plan covering a lald-off or retired employee (or Dependent of such person) shall be determined after the Benefits of any other plan covering such person as an employee. 6.4 If a person whose coverage is provided under federal or state law requiring continuation is covered under more than one plan, Benefits order shall be determined as follows: (a) The Benefits of the plan covering the person as an employee or Dependent shall be primary. (b) The Benefits under continuation coverage shall be secondary. 6.5 If the primary plan cannot be determined by the rules described in this Article 6, the plan that has covered the person longer shall be primary. 6.6 An Enrollee will provide Delta Dental with any information about the person that Is needed to administer this Article, and Delta Dental may release any information to or obtain any information from any Insurance company or other organization in order to coordinate the Benefits of an Enrollee. Delta Dental In Its sole discretion will determine whether any reimbursement is warranted to an Insurance company or other organization under this provision, and it is agreed that any such reimbursement paid by.Delta Dental will be Benefits under this Contract. Delta Dental has the right to recover the value of any Benefits provided by Delta Dental which exceed Its obligations under the terms of this provision from a Delta Dental Dentist, Enrollee, Insurance company or other organization, as Delta Dental chooses. 25C-63 ARTICLE 7 - CONDITIONS UNDER WHICH DELTA DENTAL WILL PROVIDE BENEFITS 7.1 Benefits, unless otherwise provided in Article 4, are available from the Eligibility Date of an Enrollee. 7.2 An Enrollee may choose the services of any licensed Dentist, but neither Delta Dental nor the Contractholder guarantees the availability of any particular Dentist. 7.3 Before Delta Dental Is obligated to approve and/or satisfy any claims under this Contract, Delta Dental is entitled to receive, to such extent as Is lawful, such Information and records relating to attendance to or examination of or treatment provided to an Enrollee from any attending or examining Dentist, or from hospitals In which a Dentist's care is provided, as may be required in the administration of such claims, or to require that an Enrollee be examined by a dental consultant retained by Delta Dental in or near his or her community or residence. Delta Dental agrees in every case to hold such information and records as confidential. 7.4 The process Delta Dental uses to determine or deny payment for services are distributed to all Delta Dental Dentists. They describe In detallthe dental procedures covered as Beneflts, the conditions under which coverage is provided and the limitations and exclusions applicable to the plan. Claims are reviewed for eligibility and are paid according to these processing policies. Those claims that require additional review are evaluated by Delta Dental's Dentist consultants. If any claims are not covered or if limitations or exclusions apply to services the Enrollee has received by a Delta Dental Dentist, the Enrollee will be notified by an adjustment notice on the Notice of Payment or Action. The Enrollee may contact Delta Dental's Customer Service department for more Information regarding Delta Dental's processing policies. 7.5 Second Opinions. Delta Dental reserves the right to obtain second opinions through regional consultant members of its quality review committee. This committee conducts clinical examinations, prepares objective reports of dental conditions, and evaluates treatment that is proposed or has been proposed. Delta Dental will authorize such an examination prior to treatment when necessary to make a Benefit determination in response to a request for a predetermination of treatment cost by a Dentist. Delta Dental will also authorize a second opinion after treatment If an Enrollee has a complaint regarding the quality of care provided. Delta Dental will notify the Enrollee and the treating Dentist when a second opinion is necessary and appropriate, and direct the Enrollee to the regional consultant selected by Delta Dental to perform the clinical examination. When Delta Dental authorizes a second opinion through a regional consultant Delta Dental will pay for all charges. The Enrollee may otherwise obtain second opinions about treatment from any Dentist they choose, and claims for the examinaflon may be submitted to Delta Dental for payment. Delta Dental will pay such claims In accordance with the Benefits of the plan. 7.6 For services provided by a dentist who is not a Delta Dental PPO Dentist or a Delta Dental Dentist, Delta Dental will not pay more than the lesser of the fees entered on the claim form reporting such services to Delta Dental or the Prevailing Fee, multiplied by the applicable percentage specified in Article 4 for such services. However, If the Dentist discounts, waives, rebates or does not use good faith efforts to collect some portion of the fees entered on the claim form from the Enrollee, Delta Dental will not pay more than the applicable percentage specified in Article 4 of the lesser of (1) the fees entered on the claim form, reduced by the portion discounted, waived, rebated or not collected, or (2) the Prevailing Fee, reduced by the portion discounted, waived, rebated or not collected. 25b-64 7.7 Delta Dental will pay a Delta Dental Dentist directly for services provided by that Dentist. Contracts between Delta Dental of California and Its Delta Dental Dentists provide that, In the event Delta Dental fails to pay the Dentist, the Enrollee will not owe the Dentist for any sums owed by Delta Dental. 7.8 Delta Dental will pay an Enrollee directly for services provided by a Dentist who Is not a Delta Dental Dentist, and those payments are not assignable. The Enrollee is liable to the Dentist for payment to the Dentist for the cost of the service. In addition, Delta Dental will pay for services from dental school clinics by students of dentistry or Instructors who are not licensed by the State of California. In the event Delta Dental falls to pay the Dentist who has not contracted with Delta Dental as a Delta Dental Dentist, the Enrollee may be liable to the Dentist for the cost of the service. 7.9 Delta Dental is not obligated to pay claims submitted more than 12 months after the date the service was provided. If a claim is denied because a Delta Dental Dentist failed to make a timely submission, the Enrollee does not owe the Dentist the amount which would have been payable by Delta Dental, provided that the Enrollee advised the Dentist of his or her eligibility for Benefits at the time of treatment. 7.10 Delta Dental, with the assistance of Participating Plans, will give each Delta Dental Dentist, and any other Dentist or Enrollee on request, a standard form to make a claim for payment for services covered by this Contract. In order to make a claim for payment, such form, completed by the Dentist who provided the service and by the Enrollee (or the Enrollee's parent or guardian if such Enrollee Is a minor) must be submitted to Delta Dental. 7.11 If an Enrollee has any questions about the services received from a Delta Dental Dentist, Delta Dental recommends that he or she first discuss the matter with the Dentist. If he or she continues to have concerns, the Enrollee may call or write Delta Dental. Delta Dental will provide notifications If any dental services or claims are denied, In whole or part, stating the specific reason or reasons for denial. Any questions of ineligibility should first be handled directly between the Enrollee and the group. If an Enrollee has any question or complaint regarding the denial of dental services or claims, the policies, procedures and operations of Delta Dental, or the quality of dental services performed by a Delta Dental Dentist, he or she may call Delta Dental toll-free at 800-765-6003, contact Delta Dental on the Internet through the website: deltadentalins.com or write Delta Dental at P. O. Box 997330, Sacramento, CA 95899 Attention: Customer Service Department. If an Enrollee's claim has been denied or modified, the Enrollee may file a request for review (a grievance) with Delta Dental within 180 days after receipt of the denial or modification. If a request for review Is not made within this 180 -day period, the right to further review of the claim determination will be lost. If in writing, the correspondence must include the group name and number, the Primary Enrollee's name and Enrollee ID number, the inquirer's telephone number and any additional Information that would support the claim for benefits. The correspondence should also include a copy of the treatment form, Notice of Payment and any other relevant information. Upon request and free of charge, Delta Dental will provide the Enrollee with copies of any pertinent documents that are relevant to the claim, a copy of any Internal rule, guideline, protocol, and/or explanation of the scientific or clinical judgment If relied upon in denying or modifying the claim. Delta Dental's review will take into account all information, regardless of whether such information was submitted or considered initially. Certain cases may be referred to one of Delta Dental's regional consultants, to a review committee of the dental society or to the state dental association for evaluatlon. Delta Dental's review shall be conducted by a person who Is neither the Individual who made the original claim denial, nor the subordinate of such Individual, and Delta Dental will not give deference to the initial decision. 25G-65 If the review of a claim denial is based in whole or in part on a lack of medical necessity, experimental treatment, or a clinical judgment In applying the terms of the contract terms, Delta Dental shall consult with a dentist who has appropriate training and experience. The identity of such dental consultant is available upon request. Delta Dental will provide the Enrollee a written acknowledgement within five calendar days of receipt of the request for review. Delta Dental will make a written decision within 30 calendar days of receipt of the request for review. Delta Dental will respond, within three calendar days of receipt, to complaints involving severe pain and Imminent and serious threat to an Enrollee's health. An Enrollee may file a complaint with the Department of Managed Health Care after he or she has completed Delta Dental's grievance procedure or after he or she has been involved in Delta Dental's grievance procedure for 30 calendar days. An Enrollee may file a complaint with the Department Immediately in an emergency situation, which is one involving severe pain and/or Imminent and serious threat to the Enrollee's health. The California Department of Managed Health Care Is responsible for regulating health care service plans. If an Enrollee has a grievance against Delta Dental or the health plan, the Enrollee should first telephone Delta Dental at 800-765-6003 and use Delta Dental's grievance process before contacting the department. Utilizing this grievance procedure does not prohibit any potential legal rights or remedies that may be available to an Enrollee. If help is needed with a grievance Involving an emergency, a grievance that has not been satisfactorily resolved by this health plan, or a grievance that has remained unresolved for more than thirty (30) calendar days, the Enrollee may call the department for assistance. An Enrollee may also be eligible for an Independent Medical Review (IMR). If eligible for an IMR, the IMR process will provide an Impartial review of medical decisions made by a health plan related to the medical necessity of a proposed service or treatment, coverage decisions for treatments that are experimental or investigational In nature and payment disputes for emergency or urgent medical services. The department also has a toll-free telephone number (888 -HMO -2219) and a TDD line (877-688-9891) for the hearing and speech Impaired. The department's Internet Website (http://www.hmohelp.ca.gov) has complaint forms, IMR application forms and instructions online. If the group health plan is subject to the Employee Retirement Income Security Act of 1974 (ERISA), the Enrollee may contact the U.S. Department of Employee Benefits Security Administration (EBSA) for further review of the claim or if the Enrollee has questions about the rights under ERISA. The Enrollee may also bring a civil action under section 502(a) of ERISA. The address of the U.S. Department of Labor is: U.S. Department of Labor, Employee Benefits Security Administration (EBSA), 200 Constitution Avenue, N.W. Washington, D.C. 20210. 7.12 The Benefits that Delta Dental provides are limited to the applicable percentages of the Dentist's fees or allowances specified In Article 4. The Contractholder requires the Enrollee to pay the balance of any such fee or allowance, known as the "Enrollee Co -payment," as a method of sharing the costs of providing dental Beneflts between the Contractholder and Enrollees. If the Dentist discounts, waives or rebates any portion of the Enrollee Co -payment to the Enrollee, Delta Dental only provides as Benefits the Dentist's fees or allowances reduced by the amount that such fees or allowances are discounted, waived or rebated. 14 25C-66 ARTICLE 8 - OTHER DELTA DENTAL OBLIGATIONS 8.1 Delta Dental shall encourage Delta Dental Dentists to submit a standardized claim form before providing service, showing the Enrollee's dental needs and the treatment necessary In the professional judgment of the Dentist. Delta Dental shall predetermine, from the claim and other data, what would be payable by Delta Dental and an Enrollee for the proposed service under the terms of this plan as of the date of predetermination. Such predetermination shall not constitute a guaranty or authorization of Benefits under this Contract, and any actual payment by Delta Dental will depend upon the Enrollee's eligibility and remaining annual maximum when completed services are reported to Delta Dental. Delta Dental shall advise Delta Dental Dentists to notify the Enrollee of all Information provided by Delta Dental In the predetermination. 8.2 A Dentist may file a statement before treatment, showing the services to be provided to an Enrollee. Delta Dental will predetermine the amount of Benefits payable under this Contract for the listed services. A predetermination will become Invalid at the end of the Contract Term or the date the Enrollee's eligibility ends. 8.3 Delta Dental will not make any payment for services provided to an Enrollee who Is not reported to Delta Dental as an Enrollee under this Contract when the service Is provided. Delta Dental shall not be obligated to recover claims paid to a Dentist as a result of Cc ntracthol der's retroactive eligibility adjustments to eligibility reports. The Contractholder agrees to reimburse Delta Dental for any erroneous claim payments made by Delta Dental as a result of Incorrect eligibility reporting by the Contractholder. 8.4 Delta Dental will provide professional review of the adequacy of service provided by Delta Dental Dentists. 8.5 Delta Dental, with the assistance of Participating Plans, agrees to furnish to the Contractholder on the effective date, and at reasonable times thereafter, a directory of Delta Dental Dentists and Delta Dental PPO Dentists who have agreed to provide the services described in this Contract. It Is understood that the Dentists listed in that directory may change from time to time and Delta Dental reserves the right to update the directory without prior notice to the Contractholder. However, Delta Dental agrees to give notice to the Contractholder within a reasonable time of any Delta Dental Dentist's termination or breach of Contract, or inability to perform, which will materially and adversely affect the Contractholder. Current Information concerning the Delta Dental Dentist status of any Dentist may be obtained by telephoning the Delta Dental Customer Service department at 800-765-6003. The Dentists providing or contracting to provide dental services under this Contract are solely responsible for those dental services, and in no case will Delta Dental or the Contractholder be liable for any act or omission by such Dentists, their agents or employees. 8.6 Delta Dental agrees to give to the Contractholder, and the Contractholder agrees to make available to each Primary Enrollee, an Evidence of Coverage summarizing Benefits to which the Enrollee Is entitled and other provisions of this Contract. If an amendment to this Contract materially affects any Benefits described in such Evidence of Coverage, Delta Dental will Issue a corrected Evidence of Coverage, rider or inserts. 25d-67 ARTICLE 9 - TERMINATION AND RENEWAL 9.1 This Contract may be terminated for the following causes; (a) By Delta Dental, if the Contractholder fails (1) to give Delta Dental a list of all Primary Enrollees, as required under Article 2, or (2) to permit the inspection of the Contractholder's records as called for under Article 2, or (3) to pay Premiums, In the amounts and manner required in Article 3, provided the Contractholder has been duly notified of such failure (and billed for Premiums, If applicable) and at least 15 days have elapsed since the date of notification. (b) By either the Contractholder or Delta Dental, upon expiration of a Contract Term. 9.2 If Delta Dental terminates this Contract under paragraph 9.1 (a), all Benefits end and Delta Dental is released from all further obligations of this Contract, effective the last day of the month in which written notice of termination Is given. The Contractholder will remain liable to Delta Dental for the greater of: (1) the unpaid Premiums applicable for the period this Contract was In effect before termination; or (2) the full amount of all Dentist's statements paid or otherwise discharged by Delta Dental during the full term of this Contract, plus 25% of such amount (to compensate Delta Dental for Its administration of the dental plan), less amounts actually paid by the Contractholder to Delta Dental during the term of such Contract. 9.3 A party choosing to terminate this Contract at the end of a Contract Term must give at least 60 days written notice of termination to the other party. If Delta Dental wants to change the Premiums or Benefits effective at the beginning of the next Contract Term, Delta Dental will give at least 60 days advance written notice of such changes to the Contractholder. Such an advance notice will have the effect of a notice of termination as of the end of the Contract Term, unless the Contractholder agrees to the new Contract provisions. 9.4 If the Contractholder notifies Delta Dental in writing of its Intention to terminate this Contract as of any date other than the end of the Contract Term, such notice will be treated as a failure to pay Premiums, and such notice will constitute a waiver of notification and billing required of Delta Dental by paragraph 9.1(a)(3). 9.5 If an Enrollee believes that this Contract, or coverage hereunder, has been terminated or not renewed due to their health status or requirements for health care services, they may request a review by the California Director of Managed Health Care under California Health and Safety Code Section 1365(b). 9.6 If this Contract Is terminated for any cause, Delta Dental is not required to predetermine services beyond the termination date or to pay for services provided after such termination date, except for the completion of Single Procedures begun while this Contract was In effect which are otherwise Benefits under this Contract. 9.7 Within 30 days after the end of this Contract, Delta Dental will return to the Contractholder any Premiums paid which are applicable to a time period after the termination date, together with amounts due on claims, if any, less any amounts due to Delta Dental. 9.8 If Delta Dental accepts the proper amount of Premiums after termination of this Contract and without requiring a new application, that acceptance will reinstate the Contract as though never terminated, unless Delta Dental within 20 business days after it receives such payment, either (1) refunds the payment so made or (2) issues to the Contractholder a new Contract accompanied by written notice stating clearly those respects in which the new Contract differs from the terminated Contract in Benefits, coverage or otherwise. 16 25C-68 9.9 All Benefits end for all Enrollees, when this Contract ends, and Delta Dental will not provide any right to continuation, renewal or reinstatement of Benefits to such persons In that event. 9.10 Delta Dental must notify the Contractholder in writing of any termination by Delta Dental under paragraph 9.1, and the Contractholder shall promptly mall a copy of such notice to each Primary Enrollee and provide Delta Dental with proof of mailing and the date thereof. ARTICLE 10 - OPTIONAL CONTINUATION OF COVERAGE (COBRA) 10.1 The federal Consolidated Omnibus Budget Reconciliation Act (or COBRA, pertaining to certain employers having 20 or more employees) and the California Continuation Benefits Replacement Act (or Cal -COBRA, pertaining to employers with two to 19 employees), both require that continued health care coverage be made available to "Qualified Beneficiaries" who lose health care coverage under the group plan as a result of a "Qualifying Event." Enrollees may be entitled to continue coverage under this plan, at the Quallfied eeneficlary's expense, If certain conditions are met. The period of continued coverage depends on the Qualifying Event and whether the Enrollee is covered under federal COBRA or Cal -COBRA. 10.2 DEFINITIONS The meaning of key terms used in this Article are shown below and apply to both federal and Cal -COBRA. Qualified Beneficiary means: Enrollees who are enrolled In the Delta Dental plan on the day before the Qualifying Event, or A child who is born to or placed for adoption with the Primary Enrollee during the period of continued coverage, provided such child is enrolled within 30 days of birth or placement for adoption. Qualifying Event means any of the following events which, except for the election of this continued coverage, would result In a loss of coverage under the dental plan: Event 1: The termination of employment (other than termination for gross misconduct), or the reduction In work hours, by the Primary Enrollee's employer; Event 2: The death of the Primary Enrollee; Event 3: Divorce or legal separation from the Primary Enrollee; Event 4: A dependent child ceasing to meet the description of dependent child; Event 5: As to dependents only, a Primary Enrollee becoming entitled to Medicare. 10.3 PERIODS OF CONTINUED COVERAGE UNDER FEDERAL COBRA Qualified Beneficiaries may continue coverage for 18 months following the occurrence Qualifying Event 1. 25&-69 This 18 -month period can be extended for a total of 29 months, provided: 1. A determination is made under Title II or Title XVI of the Social Security Act that an individual is disabled on the date of the Qualifying Event or became disabled at any time during the first 60 days of continued coverage; and 2. Notice of the determination Is given to the employer during the Initial 18 months of continued coverage and within 60 days of the date of the determination. This period of coverage will end on the first of the month that begins more than 30 days after the date of the final determination that the disabled individual is no longer disabled. The Primary Enrollee must notify the employer/administrator within 30 days of any such determination. If, during the 18 month continuation period resulting from Qualifying Event 1, the Primary Enrollee's dependents experience Qualifying Events 2, 3, 4 or 5, they may choose to extend coverage for up to a total of 36 months (inclusive of the period continued under Qualifying Event 1). The Primary Enrollee's dependents may continue coverage for.36 months following the month In which Qualifying Events 2, 3, 4 or 5 occur. Under federal COBRA law only, when an employer has filed for bankruptcy under Title II, United States Code, benefits may be substantially reduced or eliminated for retired employees and their dependents, or the surviving spouse of a deceased retired employee. If this benefit reduction or elimination occurs within one year before or one year after the filing, It is considered a Qualifying Event. If the Primary Enrollee Is a retiree, and has lost coverage because of this Qualifying Event, he or she may choose to continue coverage until his or her death. The Primary Enrollee's dependents who have lost coverage because of this Qualifying Event may choose to continue coverage for up to 36 months following the Primary Enrollee's death. 10.4 PERIODS OF CONTINUED COVERAGE UNDER CAL -COBRA (groups of 2 - 19) In the case of Cal -COBRA, Delta Dental will act as the administrator. Notification and Premium payments should be made directly to Delta Dental. Notifications and payments should be delivered by first-class mail, certif ed mail, or other reliable means of delivery. Individuals who are eligible for coverage under the federal COBRA law are not eligible for coverage under Cal -COBRA. The employer must notify Delta Dental In writing within 30 days of the date when the Enrollee becomes subject to COBRA. Qualified Beneficiaries may continue coverage for 36 months following the month In which Qualifying Events 1, 2, 3, 4 or 5 occur. If, during the 36 -month continuation period resulting from Qualifying Event 1, the Qualified Beneficiary Is determined under Title II or Title XVI of the Social Security Act to be disabled on the date of the Qualifying Event or became disabled at any time during the first 60 days of continuation coverage; and notice of the determination Is given to the employer during the initial period of continuation coverage and within 60 days of the date of the social security determination letter, the Qualified Beneficiary may continue coverage for a total of 36 months following the month in which Qualifying Event 1 occurs. Is 25C-70 This period of coverage will end on the first of the month that begins more than 30 days after the date of the final determination that the disabled individual Is no longer disabled. The Qualified Beneficiary must notify the employer or administrator within 30 days of any such determination. If, during the 36 -month continuation period resulting from Qualifying Event 1, the Qualified Beneficiary experiences Qualifying Events 2, 3, 4 or 5, he or she must notify the employer within 60 days of the second qualifying event and has a total of 36 months continuation coverage after the date of the date of the first Qualifying Event. Delta Dental shall notify the Primary Enrollee of the date his or her continued coverage will terminate. This termination notification will be sent during the 180 -day period prior to the end of coverage. 10.5 ELECTION OF CONTINUED COVERAGE The Primary Enrollee's employer shall notify Delta Dental in writing within 30 days of Qualifying Event 1, A Qualified Beneficiary must notify his or her employer or the administrator in writing within 60 days of Qualifying Events 2, 3, 4 or 5, or within 60 days of receiving the election notice from the employer. Otherwise, the option of continued coverage will be lost. Within 14 days of receiving notice of a Qualifying Event, the employer or the administrator will provide a Qualified Beneficiary with the necessary benefits information, monthly Premium charge, enrollment forms, and instructions to allow election of continued coverage. A Qualified Beneflclary will then have 60 days to give the employer or the administrator written notice of the election to continue coverage. Failure to provide this written notice of election to the employer or the administrator within 60 days will result in the loss of the right to continue coverage. A Qualified Beneficiary has 45 days from the written election of continued coverage to pay the Initial Premium to his or her employer or the administrator, which Includes the Premium for each month since the loss of coverage. Failure to pay the required Premium within the 45 days will result in loss of the right to continued coverage, and any Premiums received after that date will be returned to the Qualified Beneficiary. 10.6 CONTINUED COVERAGE BENEFITS The Benefits under the continued coverage will be the same as those provided to active employees and their dependents who are still enrolled in the dental plan. If the employer changes the coverage for active employees, the continued coverage will change as well. Premiums will be adjusted to reflect the changes made. 10.7 TERMINATION OF COVERAGE A Qualified Beneficiary's coverage will terminate at the end of the month In which any of the following events first occur: 1. The allowable number of consecutive months of continued coverage is reached; 2. Failure to pay the required Premium in a timely manner; 3. The employer ceases to provide any group dental plan to its employees; 4. The individual moves out of the plan's service area; 19 25C-71 5. The Individual first obtains coverage for dental benefits, after the date of the election of continued coverage, under another group health plan (as an employee. or dependent) which does not contain or apply any exclusion or limitation with respect to any pre-existing condition of such person, if that pre-existing condition is covered under this plan; Entitlement to Medicare. The employer or Primary Enrollee shall notify Delta Dental or the administrator within 30 days of the occurrence of any of the above events. Once continued coverage terminates, It cannot be reinstated. 10.8 TERMINATION OF THE EMPLOYER'S DENTAL CONTRACT If the dental contract between the employer and Delta Dental terminates prior to the time that the continuation coverage would otherwise terminate, the employer shall notify a Qualified Beneficiary (either 30 days prior to the termination or when all Enrollees are notified whichever Is later) of that person's ability to elect continuation coverage under the employer's subsequent dental plan, If any. The employer must notify the successor plan of the Qualified Beneficiaries receiving continuation coverage so they may be notified of how to continue coverage under that plan. The continuation coverage will be provided only for the balance of the period that a Qualified Beneficiary would have remained covered under the Delta Dental plan had such plan with the former employer not terminated. The continuation coverage will terminate if a Qualified Beneficiary falls to comply with the requirements pertaining to enrollment In, and payment of Premium to the new group benefit plan within 30 days of receiving notice of the termination of the Delta Dental plan. 10.9 OPEN ENROLLMENT CHANGE OF COVERAGE A Qualified Beneficiary may elect to change continuation coverage during any subsequent open enrollment period, if the employer has contracted withanother plan to provide coverage to Its active employees. The continuation coverage under the other plan will be provided only for the balance of the period that a Qualified Beneficiary would have remained covered under the Delta Dental plan. ARTICLE 11 - GENERAL PROVISIONS 11.1 No agent has authority to change this Contract or waive any of Its provisions. Delta Dental may not change Premium rates, copayments or deductibles, If any, during any of the following time periods: (a) after the Contractholder has delivered written acceptance of the Contract, (b) after the start of an annual open enrollment period, and; (c) after receipt of the Premium for the first month of the contract term. Premiums may be changed under the following exceptions: (a) when authorized or required In the Contract, (b) when Premiums are subject to execution of a definitive agreement, and; (c) when Delta Dental and the Contractholder mutually agree in writing. No change in this Contract is valid unless.approved by an executive officer of Delta Dental and Included In this Contract by written amendment. zo 25C-72 11.2 The provisions of this Contract are severable. If any portion of this Contract or any Amendment of It is determined to be illegal, void or unenforceable by any arbitrator, court or other competent authority, all other provisions of this Contract will remain In effect. 11.3 The parties agree that the laws of the State of California, where the Contract was entered Into and Is to be performed, govern all questions regarding the interpretation or enforcement of this Contract. Delta Dental Is subject to the requirements of Chapter 2.2 of Division 2 of the California Health and Safety Code and Chapter 1 of Division 1 of Title 28 of the California Code of Regulations. Any provisions required to be in the Contract by those laws bind Delta Dental whether or not stated in this Contract. 11.4 Delta Dental and the Contractholder agree to consult each other to the extent reasonably practical concerning all materials published or distributed relating to this Contract. Neither Delta Dental nor the Contractholder will publish or distribute materials that are contrary to the terms of this Contract. 11.5 Delta Dental and the Contractholder agree to permit and encourage the professional relationship between Dentist and Enrollee to be maintained without Interference. 11.6 The Contractholder shall designate in writing a representative for purposes of receiving notices from Delta Dental under this Contract. The Contractholder may change Its representative at any time on 30 days notice to Delta Dental. Any notice required from Delta Dental to any Enrollee may be given to the Contractholder's representative, who shall disseminate such notice to the Enrollee by the next regular communication but in no event later than 30 days after receipt thereof. 11.7 The Contractholder shall comply in all respects with all applicable federal, state and local laws and regulations relating to administrative simplification, security and privacy of individually Identifiable Enrollee Information. The Contractholder agrees that this Contract may be amended as necessary to comply with federal regulations issued under the Health Insurance Portability and Accountability Act of 1996 or to comply with any other enacted administrative simplification, security or privacy laws or regulations. 11.8 Any notice under this Contract will be sufficient if given by either the Contractholder or Delta Dental to the other or, in the case of employees of the Contractholder, to Its representative at the addresses below: For the Contractholder: City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701-4058 For Delta Dental: 100 First Street San Francisco, CA 94105 Such notice will be effective 48 hours after deposit in the United States mail with postage fully prepaid thereon., 256173 CITY OF SANTA ANA DELTA DENTAL GROUP NUMBER 19209 Printed Name Tltl Date: FOR: Delta Dental of California BY: Belinda Martinez Executive Vice President Chief Sales and Marketing Officer and BY: Thomas J. Leibowitz, FSA, MAAA Group Vice President and Chief Actuary Date: January 8, 2018 7.2 25C-74 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: � . l Laura A. Rossini Senior Assistant City Attorney RECOMMENDED FOR APPROVAL: ELLEN SMILEY Acting Executive Director of Personnel Services CITY OF SANTA ANA Raul Godincz, II. City Manager 25C-75 APPENDIX B CODE ON DENTAL PROCEDURES AND NOMENCLATURE NOTE: All the listed procedures may not be benefits under the terms of your contract. Refer to your contract for your specific benefits. D0300 - D0999 DIAGNOSTIC Clinical oral evaluations D0120 Periodic oral evaluation - established patient D0140 Limited oral evaluation - problem focused D0145 Oral evaluation for a patient under three years of age and counseling with primary caregiver D0150 Comprehensive oral evaluation - new or established patient D0160 Detailed and extensive oral evaluation - problem focused, by report D0170 Re-evaluation - limited, problem focused (established patient; not post-operative visit) D0180 Comprehensive periodontal evaluation - new or established patient D0190 Screening of a patient D0191 Assessment of a patient Radiographs/diagnostic imaging (including interpretation) D0210 Intraoral - complete series of radiographic Images D0220 Intraoral - periapical first radiographic Image D0230 Intraoral - periapical each additional radiographic Image D0240 Intraoral - occlusal radiographic Image D0250 Extra -oral - 2D projection radiographic image created using a stationary radiation source, and detector D0251 Extra -oral posterior dental radiographic image D0270 Bitewing - single radiographic image .. D0272 Bitewings - two radiographic images D0273 Bitewings - three radiographic Images D0274 Bitewings - four radiographic Images D0277 Vertical bitewings - 7 to 8 radiographic Images D0310 Sialography D0320 Temporomandibular joint arthrogram, Including Injection D0321 Other temporomandibular joint radiographic Images, by report D0322 Tomographic survey D0330 Panoramic radiographic image D0340 2D cephalometric radiographic Image - acquisition, measurement and analysis D0350 Oral/facial photographic images obtained Intraorally or extraorally Tests and examinations D0411 HbAlc In -office point of service testing D0415 Collection of microorganisms for culture and sensitivity D0416 Viral culture D0422 Collection and preparation of genetic sample material for laboratory analysis and report D0423 Genetic test for susceptibility to diseases - specimen analysis D0425 Caries susceptibility tests D0431 Adjunctive pre -diagnostic test that aids in detection of mucosal abnormalities Including premalignant and malignant lesions, not to include cytology or biopsy procedures D0460 Pulp vitality tests D0470 Diagnostic casts CDT2018(Eff. 01-01-18) 25C-76 oral pathology laboratory D0472 Accession of tissue, gross examination, preparation and transmission of written report D0473 Accession of tissue, gross and microscopic examination, preparation and transmission of written report D0474 Accession of tissue, gross and microscopic examination, including assessment of surgical margins for presence of disease, preparation and transmission of written report D0475 Decalcification procedure D0476 Special stains for microorganisms D0477 Special stains, not for microorganisms D0478 Immunohistochemical stains D0479 Tissue In-sltu hybridization, Including Interpretation D0480 Accession of exfoliative cytologic smears, microscopic examination, preparation and transmission of written report D0481 Electron microscopy - diagnostic D0482 Direct immunofluorescence D0483 Indirect Immunofluorescence D0484 Consultation on slides prepared elsewhere D0485 Consultation, including preparation of slides from biopsy material supplied by referring source D0486 Accession of brush biopsy sample, microscopic examination, preparation and transmission of written report D0502 Other oral pathology procedures, by report D0601 Caries risk assessment and documentation, with a finding of low risk D0602 Caries risk assessment and documentation, with a finding of moderate risk D0603 Caries risk assessment and documentation, with a finding of high risk, D0999 Unspecified diagnostic procedure, by report D1000 - D1999 PREVENTIVE Dental prophylaxis D1110 Prophylaxis - adult D1120 Prophylaxis - child through age 13 Topical fluoride treatment (office procedure) D1206 Topical application of fluoride varnish D1208 Topical application of fluoride - excluding varnish Other preventive services D1310 Nutritional counseling for control of dental disease D1320 Tobacco counseling for the control and prevention of oral disease D1330 Oral hygiene instructions D1351 Sealant - per tooth D1352 Preventive resin restoration in a moderate to high caries risk patient - permanent tooth D1354 Interim caries arresting medicament application - per tooth Space maintenance (passive appliances) D1510 Space maintainer - fixed - unilateral D1515 Space maintainer - fixed - bilateral D1520 Space maintainer - removable - unilateral D1525 Space maintainer - removable - bilateral D1550 Re -cement or re -bond space maintainer D1555 Removal of fixed space maintalner D1575 Distal shoe space maintainer - fixed - unilateral CDT2018 (Eff. 01-01-18) 25C-77 D2000 - D2999 RESTORATIVE Amalgam restorations (including polishing) D2140 Amalgam - one surface, primary or permanent D2150 Amalgam - two surfaces, primary or permanent D2160 Amalgam - three surfaces, primary or permanent D2161 Amalgam - four or more surfaces, primary or permanent Resin -based composite restorations -direct D2330 Resin -based composite - one surface, anterior D2331 Resin -based composite - two surfaces, anterior D2332 Resin -based composite - three surfaces, anterior D2335 Resin -based composite - four or more surfaces or involving incisal angle (anterior) D2390 Resln-based composite crown, anterior D2391 Resin -based composite - one surface, posterior D2392 Resin -based composite - two surfaces, posterior D2393 Resin -based composite - three surfaces, posterior D2394 Resin -based composite - four or more surfaces, posterior Gold foil restorations D2410 Gold foil - one surface D2420 Gold foil - two surfaces D2430 Gold foil - three surfaces Inlay/onlay restorations D2510 Inlay - metallic - one surface D2520 Inlay - metallic - two surfaces D2530 Inlay - metallic - three or more surfaces D2542 Onlay - metallic - two surfaces D2543 Onlay - metallic - three surfaces D2544 Onlay - metallic - four or more surfaces D2610 Inlay - porcelain/ceramic - one surface D2620 Inlay - porcelain/ceramic - two surfaces D2630 Inlay - porcelain/ceramic - three or more surfaces D2642 Onlay - porcelain/ceramic - two surfaces D2643 Onlay - porcelain/ceramic - three surfaces D2644 Onlay - porcelain/ceramic - four or more surfaces D2650 Inlay - resin -based composite - one surface D2651 Inlay - resin -based composite - two surfaces D2652 Inlay - resin -based composite - three or more surfaces D2662 Onlay - resin -based composite - two surfaces D2663 Onlay - resin -based composite - three surfaces D2664 Onlay - resin -based composite - four or more surfaces Crowns - single restorations only D2710 Crown - resin -based composite (indirect) D2712 Crown - 3/4 resin -based composite (Indirect) D2720 Crown - resin with high noble metal D2721 Crown - resin with predominantly base metal D2722 Crown - resin with noble metal D2740 Crown - porcelain/ceramic D2750 Crown - porcelain fused to high noble metal D2751 Crown - porcelain fused to predominantly base metal D2752 Crown - porcelain fused to noble metal D2780 Crown - 3/4 cast high noble metal D2781 Crown - 3/4 cast predominantly base metal D2782 Crown - 3/4 cast noble metal D2783 Crown - 3/4 porcelain/ceramic CDT2018 (Eff. 01-01-18) 25C-78 D2790 Crown - full cast high noble metal D2791 Crown - full cast predominantly base metal D2792 Crown - full cast noble metal D2794 Crown - titanium D2799 Provisional crown - further treatment or completion of a diagnosis necessary prior to final impression Other restorative services D2910 Re -cement or re -bond Inlay, onlay, veneer or partial coverage restorations D2915 Re -cement or re -bond Indirectly fabricated or prefabricated post and core D2920 Re -cement or re -bond crown D2921 Reattachment of tooth fragment, Incisal edge or cusp D2929 Prefabricated porcelain/ceramic crown - primary tooth 02930 Prefabricated stainless steel crown - primary tooth D2931 Prefabricated stainless steel crown - permanent tooth D2932 Prefabricated resin crown D2933 Prefabricated stainless steel crown with resin window D2934 Prefabricated esthetic coated stainless steel crown - primary tooth D2940 Sedative filling D2941 Interim therapeutic restoration - primary dentition D2950 Core buildup, Including any pins when required D2951 Pin retention - per tooth, In addition to restoration D2952 Post and core in addition to crown, Indirectly fabricated D2953 Each additional Indirectly fabricated post - same tooth D2954 Prefabricated post and core in addition to crown D2955 Post removal D2957 Each additional prefabricated post - same tooth D2960 Labial veneer (resin laminate) - chairslde D2961 Labial veneer (resin laminate) - laboratory D2962 Labial veneer (porcelain laminate) - laboratory D2971 Additional procedures to construct new crown under existing partial denture framework D2975 Coping D2980 Crown repair, necessitated by restorative material failure D2999 Unspecifled restorative procedure, by report D3000 - D3999 ENDODONTICS Pulp capping D3110 Pulp cap - direct (excluding final restoration) D3120 Pulp cap - indirect (excluding final restoration) Pulpotomy D3220 Therapeutic pulpotomy (excluding final restoration) - removal of pulp coronal to the dentinocemental junction and application of medicament D3221 Pulpal debridement, primary and permanent teeth D3222 Partial pulpotomy for apexogenesis-permanent tooth with Incomplete root development D3230 Pulpal therapy (resorbable filling) - anterior, primary tooth (excluding final restoration) D3240 Pulpal.therapy (resorbable filling) - posterior, primary tooth (excluding final restoration) Endodontic therapy on primary teeth (including treatment plan, clinical procedures and. follow-up care) D3310 Endodontic therapy, anterior tooth (excluding final restoration) D3320 Endodontic therapy, premolar tooth (excluding final restoration) D3330 Endodontic therapy, molar tooth (excluding final restoration) CDT2018 (Eff. 01-01-18) 25C-79 D3331 Treatment of root canal obstruction; non-surgical access D3332 Incomplete endodontic therapy; inoperable, unrestorable or fractured tooth D3333 Internal root repair of perforation defects Endodontic retreatment D3346 Retreatment of previous root canal therapy - anterior D3347 Retreatment of previous root canal therapy - premolar D3348 Retreatment of previous root canal therapy - molar Apexification/recalcification procedures D3351 Apexification/recalcification - initial visit (apical closure/calcific repair of perforations, root resorption, etc.) D3352 Apexification/recalcification - interim medication replacement (apical closure/calcific repair of perforations, root resorption, pulpal space disinfection, etc.) D3353 Apex! ncat! on/recalcification - final visit (Includes completed root canal therapy - apicai closure/calcific repair of perforations, root resorption, etc.) Apicoectomy/periradicular services D3410 Apicoectomy - anterior D3421 Apicoectomy - premolar (first root) D3425 Apicoectomy - molar (first root) D3426 Apicoectomy (each additional root) D3427 Periadicular surgery without apicoectomy D3430 Retrograde filling - per root D3450 Root amputation - per root D3460 Endodontic endosseous Implant D3470 Intentional relmplantation (including necessary splinting) Other endodontic procedures, D3910 Surgical procedure for isolation of tooth with rubber dam D3920 Hemisection (Including any root removal), not Including root canal therapy D3950 Canal preparation and fitting of preformed dowel or post D3999 Unspecified endodontic procedure, by report D4000 - D4999 PERIODONTICS Surgical services (including usual post-operative care) D4210 Gingivectomy or gingivoplasty - four or more contiguous teeth or bounded teeth spaces per quadrant D4211 Gingivectomy or gingivoplasty - one to three contiguous teeth or bounded teeth spaces per quadrant D4212 Gingivectomy or gingivoplasty - to allow access for restorative procedure, per tooth D4230 Anatomical crown exposure - four or more contiguous teeth or bounded tooth spaces per quadrant D4231 Anatomical crown exposure - one to three teeth or bounded tooth spaces per quadrant D4240 Gingival flap procedure, Including root planing - four or more contiguous teeth or bounded teeth spaces per quadrant D4241 Gingival flap procedure, including root planing - one to three contiguous teeth or bounded teeth spaces per quadrant D4245 Apically positioned flap D4249 Clinical crown lengthening - hard tissue D4260 Osseous surgery (Including elevation of a full thickness flap and closure) - four or more contiguous teeth or tooth bounded spaces per quadrant D4261 Osseous surgery (including elevation of a full thickness flap and closure) - one to three contiguous teeth or tooth bounded spaces per quadrant D4263 Bone replacement graft - retained natural tooth - first site In quadrant D4264 Bone replacement graft - retained natural tooth - each additional site in quadrant D4265 Biologic materials to aid in soft and osseous tissue regeneration CDT2018(Eff. 01-01-18) 25C-80 D4266 Guided tissue regeneration - resorbable barrier, per site D4267 Guided tissue regeneration - nonresorbable barrier, per site (includes membrane removal) D4268 Surgical revision procedure, per tooth D4270 Pedicle soft tissue graft procedure D4273 Autogenous connective tissue graft procedure (including donor and recipient surgical sites) first tooth, implant, or edentulous tooth position In graft D4274 Mesial/distal wedge procedure, single tooth (when not performed In conjunction with surgical procedures in the same anatomical area) D4275 Non -autogenous connective tissue graft (Including recipient site and donor material) first tooth, Implant, or edentulous tooth position in graft D4276 Combined connective tissue and double pedicle graft, per tooth D4277 Free soft tissue graft procedure (Including recipient and donor surgical sites), first tooth, Implant, or edentulous tooth position in graft D4278 Free soft tissue graft procedure (including recipient and donor surgical sites), each additional contiguous tooth, Implant, or edentulous tooth position In same graft site D4283 Autogenous connective tissue graft procedure (including donor and recipient surgical sites) - each additional contiguous tooth, implant or edentulous tooth position In same graft site D4285 Non -autogenous connective tissue graft procedure (including recipient surgical site and donor material) - each additional contiguous tooth, implant or edentulous tooth position In same graft site. Non-surgical periodontal service D4320 Provisional splinting - Intracoronal D4321 Provisional splinting - extracoronal D4341 Periodontal scaling and root planing - four or more teeth per quadrant D4342 Periodontal scaling and root planing, - one to three teeth, per quadrant D4346 Scaling In presence of generalized moderate or severe gingival inflammation full mouth, after oral evaluation D4355 Full mouth debridement to enable comprehensive evaluation and diagnosis on subsequent visit D4381 Localized delivery of antimicrobial agents via controlled release vehicle Into diseased crevicular tissue, per tooth Other periodontal services D4910 Perlodontal maintenance D4920 Unscheduled dressing change (by someone other than treating dentist or their staff) D4999 Unspecified perlodontal procedure, by report 1135000 - D5899 PROSTHODONTICS (REMOVABLE) Complete dentures (including routine post -delivery care) D5110 Complete denture - maxillary D5120 Complete denture - mandibular D5130 Immediate denture - maxillary D5140 Immediate denture - mandibular Partial dentures (including routine post -delivery care) D5211 Maxillary partial denture - resin base (Including any conventional clasps, rests and teeth) D5212 Mandibular partial denture - resin base (including any conventional clasps, rests and teeth) D5213 Maxillary partial denture - cast metal framework with resin denture bases (including any conventional clasps, rests and teeth) D5214 Mandibular partial denture - cast metal framework with resin denture bases (Including any conventional clasps, rests and teeth) D5221 Immediate maxillary partial denture - resin base (Including any conventional clasps, rests and teeth) CDT2018 (Eff. 01-01-18) 25C-81 D5222 Immediate mandibular partial denture - resin base (including any conventional clasps, rests and teeth) D5223 Immediate maxillary partial denture - cast metal framework with resin denture bases (Including any conventional clasps, rests and teeth) D5224 Immediate mandibular partial denture - cast metal framework with resin denture bases (including any conventional clasps, rests and teeth) D5225 Maxillary partial denture - flexible base (Including any clasps, rests and teeth) D5226 Mandibular partial denture - flexible base (Including any clasps, rests and teeth) D5281 Removable unilateral partial denture - one piece cast metal (including clasps and teeth) Adjustments to dentures D5410 Adjust complete denture - maxillary D5411 Adjust complete denture - mandibular D5421 Adjust partial denture - maxillary D5422 Adjust partial denture - mandibular Repairs to complete dentures D5511 Repair broken complete denture base, mandibular D5512 Repair broken complete denture base, maxillary D5520 Replace missing or broken teeth - complete denture (each tooth) Repairs to partial dentures D5611 Repair resin partial denture base, mandibular D5612 Repair resin partial denture base, maxillary D5621 Repair cast partial framework, mandibular D5622 Repair cast partial framework, maxillary D5630 Repair or replace broken clasp - per tooth D5640 Replace broken teeth - per tooth D5650 Add tooth to existing partial denture D5660 Add clasp to existing partial denture - per tooth D5670 Replace all teeth and acrylic on cast metal framework (maxillary) D5671 Replace all teeth and acrylic on cast metal framework (mandibular) Denture rebase procedures D5710 Rebase complete maxillary denture D5711 Rebase complete mandibular denture D5720 Rebase maxillary partial denture D5721 Rebase mandibular partial denture Denture reline procedures D5730 Reline complete maxillary denture (chairside) D5731 Reline complete mandibular denture (chairside) D5740 Reline maxillary partial denture (chairside) D5741 Reline mandibular partial denture (chairside) D5750 Reline complete maxillary denture (laboratory) D5751 Reline complete mandibular denture (laboratory) D5760 Reline maxillary partial denture (laboratory) D5761 Reline mandibular partial denture (laboratory) Interim prosthesis D5810 Interim complete denture (maxlllary) D5811 Interim complete denture (mandibular) D5820 Interim partial denture (maxlllary) D5821 Interim partial denture (mandibular) CDT2018 (Eff. 01-01-18) 25C-82 Other removable prosthetic services D5850 Tissue conditioning - maxillary D5851 Tissue conditioning - mandibular D5862 Precision attachment, by report D5863 Overdenture - complete maxillary D5864 Overdenture - partial maxillary D5865 Overdenture - complete mandibular D5866 Overdenture - partial mandibular D5867 Replacement of replaceable part of semi -precision or precision attachment (male or female component) D5875 Modification of removable prosthesis following Implant surgery D5899 Unspecified removable prosthodontic procedure, by report D5900 - D5999 MAXILLOFACIAL PROSTHETICS D5911 Facial moulage (sectional) D5912 Facial moulage (complete) D5913 Nasal prosthesis D5914 Auricular prosthesis D5915 Orbital prosthesis D5916 Ocular prosthesis D5919 Facial prosthesis D5922 Nasal septal prosthesis D5923 Ocular prosthesis, Interim D5924 Cranial prosthesis D5925 Facial augmentation Implant prosthesis D5926 Nasal prosthesis, replacement D5927 Auricular prosthesis, replacement D5928 Orbital prosthesis, replacement D5929 Facial prosthesis, replacement D5931 Obturator prosthesis, surgical D5932 Obturator prosthesis, definitive D5933 Obturator prosthesis, modification D5934 Mandibular resection prosthesis with guide Flange D5935 Mandibular resection prosthesis without guide Flange D5936 Obturator prosthesis, Interim D5937 Trismus appliance (not for TMD treatment) D5951 Feeding aid D5952 Speech aid prosthesis, pediatric D5953 Speech aid prosthesis, adult D5954 Palatal augmentation prosthesis D5955 Palatal lift prosthesis, definitive D5958 Palatal lift prosthesis, interim D5959 Palatal lift prosthesis, modification D5960 Speech aid prosthesis, modification D5982 Surgical stent D5983 Radiation carrier D5984 Radiation shield D5985 Radiation cone locator D5986 Fluoride gel carrier D5987 Commissure splint D5988 Surgical splint D5999 Unspecified maxillofacial prosthesis, by report D6000 - D6199 IMPLANT SERVICES D6010 Surgical placement of implant body: endosteal implant D6012 Surgical placement of interim Implant body for transitional prosthesis: endosteal implant D6013 Surgical placement of mini Implant CDT2018 (Eff. 01-01-18) 25C-83 D6040 Surgical placement: eposteal Implant D6050 Surgical placement: transosteal Implant Implant supported prosthetics D6055 Dental Implant supported connecting bar D6056 Prefabricated abutment - includes modification and placement D6057 Custom fabricated abutment - includes placement D6058 Abutment supported porcelain/ceramic crown D6059 Abutment supported porcelain fused to metal crown (high noble metal) D6060 Abutment supported porcelain fused to metal crown (predominantly base metal) D6061 Abutment supported porcelain fused to metal crown (noble metal) D6062 Abutment supported cast metal crown (high noble metal) D6063 Abutment supported cast metal crown (predominantly base metal) D6064 Abutment supported cast metal crown (noble metal) D6065 Implant supported porcelain/ceramic crown D6066 Implant supported porcelain fused to metal crown (titanium, titanium alloy, high noble metal) D6067 Implant supported metal crown (titanium, titanium alloy, high noble metal) D6068 Abutment supported retainer for porcelaln/ceramic FPD D6069 Abutment supported retainer for porcelain fused to metal FPD (high noble metal) D6070 Abutment supported retainer for porcelain fused to metal FPD (predominantly base metal) D6071 Abutment supported retainer for porcelain fused to metal FPD (noble metal) D6072 Abutment supported retainer for cast metal FPD (high noble metal) D6073 Abutment supported retainer for cast metal FPD (predominantly base metal) D6074 Abutment supported retainer for cast metal FPD (noble metal) D6075 Implant supported retainer for ceramic FPD D6076 Implant supported retainer for porcelain fused, to metal FPD (titanium, titanium alloy, or high noble metal) D6077 Implant supported retainer for cast metal FPD (titanium, titanium alloy, or high noble metal) Other implant services D6080 Implant maintenance procedures, Including removal of prosthesis, cleansing of prosthesis and abutments and reinsertion of prosthesis D6081 Scaling and debridement In the presence of Inflammation or mucositis of a single Implant, including cleaning of the Implant surfaces, without flap entry and closure D6085 Provisional Implant crown D6090 Repair implant supported prosthesis, by report D6091 Replacement of semi -precision or precision attachment (male or female component) of implant/abutment supported prosthesis, per attachment D6092 Re -cement or re -bond Implant/abutment supported crown D6094 Abutment supported crown - (titanium) D6095 Repair Implant abutment, by report D6096 Remove broken Implant retaining screw D6100 Implant removal, by report D6101 Debridement of a periimplant defect or defects surrounding a single Implant, and surface cleaning of the exposed implant surfaces, including flap entry and closure D6102 Debridement and osseous contouring of a periimplant defect or defects surrounding a single implant, and surface cleaning includes surface cleaning of the exposed Implant surfaces, including flap entry and closure D6110 Implant/abutment supported removable denture for edentulous arch- maxillary D6111 Implant/abutment supported removable denture for edentulous arch- mandibular D6112 Implant/abutment supported removable. denture for partially edentulous arch - maxillary D6113 Implant/abutment supported removable denture for partially edentulous arch - mandlbular CDT2018 (Eff. 01-01-18) 25C-84 D6114 Implant/ abutment supported fixed denture for edentulous arch - maxlllary D6115 Implant / abutment supported fixed denture for edentulous arch - mandibular D6116 Implant / abutment supported fixed denture for partially edentulous arch - maxlllary D6117 Implant / abutment supported fixed denture for partially edentulous arch - mandibular D6118 Implant/abutment supported interim fixed denture for edentulous arch - mandibular D6119 Implant/abutment supported Interim fixed denture for edentulous arch - maxillary D6190 Radiographic/surgical Implant Index, by Report D6093 Re -cement or re -bond Implant/abutment supported fixed partial denture D6194 Abutment supported retainer crown for FPD - (titanium) D6199 Unspecified Implant procedure, by report D6200 - D6999 PROSTHODONTICS, FIXED (Each retainer and each pontic constitutes a unit in a fixed partial denture) Fixed partial denture pontics D6205 Pontic - Indirect resin based composite D6210 Pontic - cast high noble metal D6211 Pontic - cast predominantly base metal D6212 Pontic - cast noble metal D6214 Pontic - titanium D6240 Pontic - porcelain fused to high noble metal D6241 Pontic - porcelain fused to predominantly base metal D6242 Pontic - porcelain fused to noble metal D6245 Pontic - porcelain/ceramic D6250 Pontic - resin with high noble metal D6251 Pontic - resin with predominantly base metal D6252 Pontic - resin with noble metal D6253 Provisional pontic - further treatment or completion of a diagnosis necessary prior to Impression. Fixed partial denture retainers - inlays/ onlays D6545 Retainer - cast metal for resin bonded fixed prosthesis D6548 Retainer - porcelain/ceramic for resin bonded fixed prosthesis D6549 Resin retainer - for resin bonded fixed prosthesis D6600 Retainer Inlay - porcelain/ceramic, two surfaces D6601 Retainer Inlay - porcelain/ceramic, three or more surfaces D6602 Retainer Inlay - cast high metal, two surfaces D6603 Retainer Inlay - cast high metal, three or more surfaces D6604 Retainer inlay - cast predominantly base metal, two surfaces D6605 Retainer inlay -. cast predominantly base metal, three or more surfaces D6606 Retainer inlay - cast noble metal, two surfaces D6607 Retainer Inlay - cast noble metal, three or more surfaces D6608 Retainer onlay - porcelaln/ceramic, two surfaces D6609 Retainer onlay - porcelain/ceramic, three or more surfaces D6610 Retainer onlay - cast high noble metal, two surfaces D6611 Retainer onlay - cast high noble metal, three or more surfaces D6612 Retainer onlay - cast predominantly base metal, two surfaces D6613 Retainer onlay - cast predominantly base metal, three or more surfaces D6614 Retainer onlay - cast noble metal, two surfaces D6615 Retainer onlay - cast noble metal, three or more surfaces D6624 Retainer Inlay - titanium D6634 Retainer onlay - titanium Fixed partial denture retainers - crowns D6710 Retainer crown - indirect resin based composite D6720 Retainer crown - resin with high noble metal D6721 Retainer crown - resin with predominantly base metal D6722 Retainer crown - resin with noble metal 10 CD72018 (Eff. 01-01-18) 25C-85 D6740 Retainer crown - porcelain/ceramic D6750 Retainer crown - porcelain fused to high noble metal D6751 Retainer crown - porcelain fused to predominantly base metal D6752 Retainer crown - porcelain fused to noble metal D6780 Retainer crown - 3/4 cast high noble metal D6781 Retainer crown - 3/4 cast predominantfy base metal D6782 Retainer crown - 3/4 cast noble metal D6783 Retainer crown - 3/4 porcelain/ceramic D6790 Retainer crown - full cast high noble metal D6791 Retainer crown - full cast predominantly base metal D6792 Retainer crown - full cast noble metal D6793 Provisional retainer crown - further treatment of completion or a diagnosis necessary prior to final impression D6794 Retainer crown - titanium Other fixed partial denture services D6920 Connector bar D6930 Re -cement or re -bond fixed partial denture D6940 Stress breaker D6950 Precision attachment D6980 Fixed partial denture repair necessitated by restorative material D6985 Pediatric partial denture, fixed D6999 Unspecified, fixed prosthodontic procedure, by report D7000 - D7999 ORAL AND MAXILLOFACIAL SURGERY Extractions (includes local anesthesia, suturing, if needed, and routine postoperative care) D7111 Extraction, coronal remnants - primary tooth D7140 Extraction, erupted tooth or exposed root (elevation and/or forceps removal) Surgical extractions (Includes local anesthesia, suturing, if needed, and routine postoperative care) D7210 Extraction, erupted tooth requiring removal of bone and/or sectioning of tooth, and Including elevation of mucoperiosteal flap if indicated D7220 Removal of impacted tooth - soft tissue D7230 Removal of impacted tooth - partially bony D7240 Removal of impacted tooth - completely bony D7241 Removal of impacted tooth - completely bony, with unusual surgical complications D7250 Removal of residual tooth roots (cutting procedure) Other surgical procedures D7260 Oroantral fistual closure D7261 Primary closure of a sinus perforation D7270 Tooth reimplantation and/or stabilization of accidentally evulsed or displaced tooth D7272 Tooth transplantation (Includes reimplantation from one site to another and splinting and/or stabilization) D7280 Exposure of an unerupted tooth D7282 Mobilization of erupted or malpositioned tooth to aid eruption D7283 Placement of device to facilitate eruption of impacted tooth D7285 Inclslonal biopsy of oral tissue - hard (bone, tooth) D7286 Incisional biopsy of oral tissue - soft D7287 Exfoliative cytological sample collection D7288 Brush biopsy - transepithelial sample collection D7290 Surgical repositioning of teeth D7291 Transseptal fiberotomy/supra crestal fiberotomy, by report D7292 Placement of temporary anchorage device [screw retained plate] requiring Flap; Includes device removal D7293 Placement of temporary anchorage device requiring flap; includes device removal 11 CDT2018 (Eff. 01-01-18) 25C-86 D7294 Placement of temporary anchorage device without flap; includes device removal D7296 Corticotomy - one to three teeth or tooth spaces, per quadrant D7297 Corticotomy - four or more teeth or tooth spaces, per quadrant Alveoloplasty - surgical preparation of ridge for dentures D7310 Alveoloplasty In conjunction with extractions - four or more teeth or tooth spaces, per quadrant D7311 Alveoloplasty in conjunction with extractions - one to three teeth or tooth spaces, per quadrant D7320 Alveoloplasty not In conjunction with extractions - four or more teeth or tooth spaces, per quadrant D7321 Alveoloplasty not in conjunction with extractions - one to three teeth or tooth spaces, per quadrant Vestibuloplasty D7340 Vestibuloplasty - ridge extension (secondary epithelialization) D7350 Vestibuloplasty - ridge extension (Including soft tissue grafts, muscle reattachment, revision of soft tissue attachment and management of hypertrophied and hyperplastic tissue) Surgical excision of soft tissue lesions D7410 Excision of benign lesion up to 1.25 cm D7411 Excision of benign lesion greater than 1.25 cm D7412 Excision of benign lesion, complicated D7413 Excision of malignant lesion up to 1.25 cm D7414 Excision of malignant lesion greater than 1.25 cm D7415 Excision of malignant lesion complicated D7465 Destruction of lesions) by physical or chemical method, by report Surgical excision of intra-osseous lesions D7440 Excision of malignant tumor - lesion diameter up to 1.25 cm D7441 Excision of malignant tumor - lesion diameter greater than 1.25 cm D7450 Removal of benign odontogenic cyst or tumor - lesion diameter up to 1.25 cm D7451 Removal of benign odontogenic cyst or tumor - lesion diameter greater than 1.25 cm D7460 Removal of benign nonodontogenic cyst or tumor - lesion diameter up to 1.25 cm D7461 Removal of benign nonodontogenic cyst or tumor - lesion diameter greater than 1.25 cm Excision of bone tissue D7471 Removal of lateral exostosis (maxilla or mandible) D7472 Removal of torus palatinus D7473 Removal of torus manibularis D7485 Reduction of osseous tuberosity D7490 Radical resection of maxilla or mandible Surgical incision D7510 Incision and drainage of abscess - Intraoral soft tissue D7511 Incision and drainage of abscess - intraoral soft tissue - complicated (includes drainage of multiple fascial spaces) D7520 Incision and drainage of abscess - extraoral soft tissue D7521 Incision and drainage of abscess - extraoral soft tissue - complicated (includes drainage of multiple fasclal spaces) D7530 Removal of foreign body from mucosa, skin or subcutaneous alveolar tissue D7540 Removal of reaction -producing foreign bodies, musculoskeletal system D7550 Partial ostectomy/sequestrectomy for removal of non -vital bone D7560 Maxillary sinusotomy for removal of tooth fragment or foreign body 12 CDT2018 (Eff. 01-01-18) 25C-87 Treatment of fractures - simple D7610 Maxilla - open reduction (teeth Immobilized, If present) D7620 Maxilla - closed reduction (teeth Immobilized, If present) D7630 Mandible - open reduction (teeth Immobilized, If present) D7640 Mandible - closed reduction (teeth Immobilized, if present) D7650 Malar and/or zygomatic arch - open reduction D7660 Malar and/or zygomatic arch - closed reduction D7670 Alveolus - closed reduction, may Include stabilization of teeth D7671 Alveolus - open reduction, may include stabilization of teeth D7680 Facial bones - complicated reduction with fixation and multiple surgical approaches Treatment of fractures - compound D7710 Maxilla - open reduction D7720 Maxilla - closed reduction D7730 Mandible - open reduction D7740 Mandible - closed reduction D7750 Malar and/or zygomatic arch - open reduction D7760 Malar and/or zygomatic arch - closed reduction D7770 Alveolus - open reduction splinting stabilization of teeth D7771 Alveolus - closed reduction stabilization of teeth D7780 Facial bones - complicated reduction with fixation and multiple approaches Reduction of dislocation and management of other temporomandibular joint dysfunctions D7810 Open reduction of dislocation D7820 Closed reduction of dislocation D7830 Manipulation under anesthesia D7840 Condylectomy D7850 Surgical discectomy, with/without implant D7852 Disc repair D7854 Synovectomy D7856 Myotomy D7858 Joint reconstruction D7860 Arthrotomy D7865 Arthroplasty D7870 Arthrocentesis D7871 Non -arthroscopic lysis and lavage D7872 Arthroscopy - diagnosis, with or without biopsy D7873 Arthroscopy: lavage and lysis of adhesions D7874 Arthroscopy: disc repositioning and stabilization D7875 Arthroscopy: synovectomy D7876 Arthroscopy: discectomy D7877 Arthroscopy: debridement D7880 Occlusal orthotic device, by report D7881 Occlusal orthotic device adjustment D7899 Unspecified TMD therapy, by report Repair of traumatic wounds D7910- Suture of recent small wounds up to 5 cm Complicated suturing (reconstruction requiring delicate handling of tissues and wide undermining for meticulous closure) D7911 Complicated suture - up to 5 cm D7912 Complicated suture - greater than 5 cm Other repair procedures D7920 Skin graft (Identify defect covered, location and type of graft) D7940 Osteoplasty - for orthognathic deformities D7941 Osteotomy - mandibular rami 13 CDT2018 (Eff. 01-01-18) 25C-88 D7943 Osteotomy - mandibular rami with bone graft; includes obtaining the graft D7944 Osteotomy - segmented or subapical D7945 Osteotomy - body of mandible D7946 LeFort I (maxilla - total) D7947 LeFort I (maxilla - segmented) D7948 LeFort II or LeFort III (osteoplasty of facial bones for midface hypoplasla or retrusion) - without bone graft D7949 LeFort II or LeFort III - with bone graft D7950 Osseous, osteoperiosteal, or cartilage graft of the mandible or maxilla - autogenous or nonautogenous, by report D7951 Sinus augmentation with bone or bone substitutes via a lateral open approach D7952 Sinus augmentation via a vertical approach D7953 Bone replacement graft for ridge preservation - per site D7955 Repair of maxillofacial soft and/or hard tissue defect D7960 Frenulectomy - also known as frenectomy or frenotomy - separate procedure not Incidental to another procedure D7963 Frenuloplasty D7970 Excision of hyperplastic tissue - per arch D7971 Excision of pericoronal gingiva D7972 Surgical reduction of fibrous tuberosity D7979 Non-surgical sialolithotomy D7980 Surgical sialolithotomy D7981 Excision of salivary gland, by report D7962 Sialodochoplasty D7983 Closure of salivary fistula D7990 Emergency tracheotomy D7991 Coronoldectomy D7995 Synthetic graft - mandible or facial bones, by report D7996 Implant - mandible for augmentation purposes (excluding alveolar ridge), by report D7997 Appliance removal (not by dentist who placed appliance), includes removal of archbar D7998 Intraoral placement of a fixation device not in conjunction with a fracture D7999 Unspecified oral surgery procedure, by report D8000 - D8999 ORTHODONTICS Limited orthodontic treatment D8010 Limited orthodontic treatment of the primary dentition D8020 Limited orthodontic treatment of the transitional dentition D8030 Limited orthodontic treatment of the adolescent dentition D8040 Limited orthodontic treatment of the adult dentition Interceptive orthodontic treatment 138050 Interceptive orthodontic treatment of the primary dentition D8060 Interceptive orthodontic treatment of the transitional dentition Comprehensive orthodontic treatment D8070 Comprehensive orthodontic treatment of the transitional dentition D8080 Comprehensive orthodontic treatment of the adolescent dentition D8090 Comprehensive orthodontic treatment of the adult dentition Minor treatment to control harmful habits D8210 Removable appliance therapy D8220 Fixed appliance therapy Other orthodontic services D8660 Pre -orthodontic treatment examination to monitor growth and development D8670 Periodic orthodontic treatment visit D8680 Orthodontic retention (removal of appliances, construction and placement of retainer[s]) 14 CDT2018 (Eff. 01-01-18) 25C-89 D8681 Removable orthodontic retainer adjustment D8690 Orthodontic treatment (alternative billing to a contract fee) D8691 Repair of orthodontic appliance D8692 Replacement of lost or broken retainer D8693 Re -bond or re -cement fixed retainer D8694 Repair of fixed retainers, includes reattachment D8695 Removal of fixed orthodontic appliance(s) - other than at conclusion of treatment D8999 Unspecified orthodontic procedure, by report D9OOO - D9999 ADJUNCTIVE GENERAL SERVICES Unclassified treatment D9110 Palliative (emergency) treatment of dental pain - minor procedure D9120 Fixed partial denture sectioning Anesthesia D9210 Local anesthesia not in conjunction with operative or surgical procedures D9211 Regional block anesthesia D9212 Trigeminal division block anesthesia D9215 Local anesthesia D9222 Deep sedation/general anesthesia - first 15 minutes D9223 Deep sedation/general anesthesia - each subsequent 15 minute Increment D9230 Analgesia, anxiolysis, inhalation of nitrous oxide D9239 Intravenous moderate (conscious) sedation/analgesia - first 15 minutes D9243 Intravenous moderate (conscious) sedation/analgesia - each subsequent 15 minute increment D9248 Non -Intravenous conscious sedation Professional consultation D9310 Consultation (diagnostic service provided by dentist or physician other than requesting dentist or physician Professional visits D9410 House/extended care facility call D9420 Hospital call D9430 Office visit for observation (during regularly scheduled hours) - no other services performed D9440 Office visit - after regularly scheduled hours D9450 Case presentation, detailed and extensive treatment planning Drugs D9610 Therapeutic parenteral drug, single administration D9612 Therapeutic parenteral drugs, two or more administrations, different medications D9630 Drugs or medicaments dispensed In the office for home use Miscellaneous services D9910 Application of desensitizing medicament D9911 Application of desensitizing resin for cervical and/or root surface, per tooth D9920 Behavior management, by report D9930 Treatment of complications (post-surgical) - unusual circumstances, by report D9932 Cleaning and Inspection of removable complete denture, maxillary D9933 Cleaning and inspection of removable complete denture, mandibular D9934 Cleaning and inspection of removable partial denture, maxillary D9935 Cleaning and inspection of removable partial denture, mandibular D9940 Occlusal guard, by report D9941 Fabrication of athletic mouthguard D9942 Repair and/or reline of occlusal guard D9943 Occlusal guard adjustment is 25C-90 CDT2018 (Eff. 01-01-18) D9950 Occlusion analysis - mounted case D9951 Occlusal adjustment - limited D9952 Occlusal adjustment - complete D9970 Enamel mlcroabrasion D9971 Odontoplasty 1-2 teeth; includes removal of enamel projections D9972 External bleaching - per arch - performed in office D9973 External bleaching - per tooth D9974 Internal bleaching - per tooth D9995 Teledentlstry - synchronous; real-time encounter D9996 Teledentlstry - asynchronous; Information stored and forwarded to dentist for subsequent review D9999 Unspecified adjunctive procedure, by report Note: This Appendix represents codes and nomenclature excerpted from the version of Current Dental Terminology (CDT) in effect at the date of this printing. CDT coding and nomenclature are the copyright of the American Dental Association, and have been accepted as the standard for data transmission purposes under federal Administrative Simplification regulations. For the purposes of this Appendix, Delta Dental's administration of Benefits, Limitations and Exclusions under this Contract will at all times be based on the then -current version of CDT whether or not a revised Appendix B Is provided. CDT2018 (Eff. 01-01-18) 25C-91 25C-92 AMENDMENT No.1 This Amendment No. 1 hereby amends the Consultant Agreement ("Agreement") dated June 21, 2016 by and between Keenan & Associates and the City of Santa Ana as follows (hereafter referred to collectively as "Pardes'J: WHEREAS, the current term of the Agreement expired or will expire on June 20, 2018; and WHEREAS, the Parties desire to continue their relationship and to provide for additional services subject to the terms and conditions outlined in the Agreement; NOW, THEREFORE, the parties agree as follows: 1. Renewal. The Parties agree to extend the term of the Agreement for an additional three (3) year term beginning on July 1, 2018 and ending on June 30, 2021 ("Renewal Term") as provided for in Section 3 of the Agreement. 2. Dental Plan Services. In addition to the services described in the Agreement, Keenan shall perform the following services: a. Broker of Record. Effective January 1, 2018, Keenan shall become the Broker of Record for Client's Dental PPO plan, currently through Delta Dental and • Effective July 1, 2018 Keenan shall become the Broker of Record for Client's Dental DHMO plan, currently with MetLife. • As Broker of Record, Keenan shall market both Keenan's PPO and DHMO plans for the plan year beginning January 1, 2019. b. Ongoing Support Services: Effective as of the date that that Keenan becomes the Broker of Record for such plan, Keenan shall perform the following services for Client's each of the Client's dental plans: • Provide continued analysis of benefit plan design and performance noting available alternatives as appropriate; • Provide direction and support with claims resolution and other related issues; • Review of claims experience and trends; • Provide support with billing/eligibility concerns; • Act as a liaison between Client and carriers and vendors and serving as a proactive Client advocate; • Respond to day-to-day benefit questions from Client; • Assist Client with governmental reporting and filings (e.g., 5500's and Summary Annual Reports), as applicable; • Provide information concerning current developments and trends in employee benefits and new legislation that may affect Client's plans; Keenan & Associates—Gcenee #0451271 rld'..' Amcndmcnt to Con mldng Sendces Agm=mt EXHIBIT 3 ConfidentW Information Page 1 of 11/21/2017 25C-93 Assist in drafting, review and/or amendment of benefit plan and related documents. Any document drafted or reviewed by Keenan and approved by Client under this Agreement shall apply solely to the plan year for which the Service was provided. They are not intended for use beyond the plan year for which they were created, reviewed or revised. Keenan shall not be held liable for any direct, punitive, special, consequential or incidental damages, loss of profit or revenue, loss of business, loss or inaccuracy of data or'scope of insurance resulting from the continued use of such plan documents or SPD beyond the dates for which they were intended; Assist in the coordination and preparation of open enrollment, orientation, health fairs, and/or question and answer meetings for Client's employees. and c. In accordance with Section 2 of the Agreement, Keenan's compensation for the additional services described in this Amendment shall be the commissions earned for the placement of Client's dental coverages. The commissions are paid by the dental insurance companies. Delta dental currently pays a 5% commission for the Dental PPO plan. 3. All the remaining terms and conditions of the Agreement shall retrain unchanged and in full force and effect during, and shall govern the conduct of the Parties during the Renewal Term 4. The effective date of this amendment is December 5, 2017. 5. Each person signing this Amendment to the Agreement on behalf of a Party represents and warrants that he or she has the necessary authority to bind such Party and that this Amendment is binding on and enforceable against such Party. City of Santa Ana Signature: See attached signature page By - Title: Address: Attention: Email: Keenan & Associates Signature: Keenan & Associams—facense #11451271 Annendmcnt to Consulting Semites Atmr=nt Confidential Information Page 2 of 3 25C-94 11/21/2017 By: Steve Gedestad Title: Municipalities Practice Leader Address: 2355 Crenshaw Blvd.. #200 Torrance. CA 90501 Attention: Laurie LoFranco Email: Llofrancona keenan.com Keenan & Associams—facense #11451271 Annendmcnt to Consulting Semites Atmr=nt Confidential Information Page 2 of 3 25C-94 11/21/2017 ATTEST: NIARIA HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By. CJ WICK-, K . Laura A. Rossini Senior Assistant City Attorney RECOMMENDED FOR APPROVAL: ED RAYA Executive Director of Personnel Services Keenan el Asusurcs — Ikeno: #0431271 .\mend.,t m 4m.ulting Sen'ices .\lgeunent Confidential Inloamatinn Page S of} CITY OF SANTA ANA Raul Godinez City Manager 25C-95 m 11/21/21117 25C-96 AMENDMENT No.1 This Amendment No. I hereby amends the Consultant Agreement ("Agreement's dated June 21, 2016 by and between Keenan & Associates and the City of Santa Ana as follows (hereafter referred to collectively as "Parties'): WHEREAS, the current term of the Agreement expired or will expire on June 20, 2018; and WHEREAS, the Parties desire to continue their relationship and to provide for additional services subject to the terms and conditions outlined in the Agreement; NOW, THEREFORE, the parties agree as follows: 1. Renewal. The Parties agree to extend the term of the Agreement for an additional three (3) year term beginning on July 1, 2018 and ending on June 30, 2021 ("Renewal Term") as provided for in Section 3 of the Agreement. 2. Dental Plan Services. In addition to the services described in the Agreement, Keenan shall perform the following services: a. Broker of Record. • Effective January 1, 2018, Keenan shall become the Broker of Record for .Client's Dental PPO plan, currently through Delta Dental and Effective July 1, 2018 Keenan shall become the Broker of Record for Clienes Dental DHMO plan, currently with MetLife. As Broker of Record, Keenan shall market both Keenan's PPO and DHMO Plans for the plan year beginning January 1, 2019. b. Ongoing Support Services: Effective as of the date that that Keenan becomes the Broker of Record for such plan, Keenan shall perform the following services for Client's each of the Client's dental plans: • Provide continued analysis of benefit plan design and performance noting available alternatives as appropriate; • Provide direction and support with claims resolution and other related issues; • Review of claims experience and trends; • Provide support with billing/eligibility concerns; • Act as a liaison between Client and carriers and vendors and serving as a proactive Client advocate; • Respond to day-to-day benefit questions from Client; • Assist Client with governmental reporting and filings (e.g., 5500's and Summary Annual Reports), as applicable; • Provide information concerning current developments and trends in employee benefits and new legislation that may affect Client's plans; Keenan & Asaoeiatce— License #0451271 Amendment to Consulting Services Agreement EXHIBIT 3 Confulenhd InformationPabre 1 of 3 11/21/2017 25C-97 Assist in drafting, review and/or amendment of benefit plan and related documents. Any document drafted or reviewed by Keenan and approved by Client under this Agreement shall apply solely to the plan year for which the Service was provided. They are not intended for use beyond the plan year for which they were created, reviewed or revised. Keenan shall not be held liable for any direct, punitive, special, consequential or incidental damages, loss of profit or revenue, loss of business, loss or inaccuracy of data or scope of insurance resulting from the continued use of such plan documents or SPD beyond the dates for which they were intended; Assist in the coordination and preparation of open enrollment, orientation, health fairs, and/or question and answer meetings for Client's employees. and c. In accordance with Section 2 of the Agreement, Keenan's compensation for the additional services described in this Amendment shall be the commissions earned for the placement of Client's dental coverages. The commissions are paid by the dental insurance companies. Delta dental currently pays a 5% commission for the Dental PPO plan. 3. All the remaining terms and conditions of the Agreement shall remain unchanged and in full force and effect during, and shall govern the conduct of the Parties during the Renewal Term. 4. The effective date of this amendment is December 5, 2017. 5. Each person signing this Amendment to the Agreement on behalf of a Party represents and warrants that he or she has the necessary authority to bind such Party and that this Amendment is binding on and enforceable against such Party. City of Santa An Signature: See attached signature Title: Address Attention: Email: Keenan & Associates Signature Keenan&.3s lows—license #0451271 Amendment to Co.Mdngtiemiccs ,%h c rnent Confidential rnfoamation Page 2 of 3 25C-98 11/21/:017 v B teve Gedestad Title: Municipalities Practice Leader Address: 2355 Crenshaw Blvd.. #200 Torrance. CA 90501 Attention: Laurie LoFranco Email: Llofranco( keenan.com Keenan&.3s lows—license #0451271 Amendment to Co.Mdngtiemiccs ,%h c rnent Confidential rnfoamation Page 2 of 3 25C-98 11/21/:017 ATTEST: NfARLA HLIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARV ALHO Cite .Attorney Laura :A. Rossini Senior Assistant Cin - Attorney RECOMMENDED FOR APPROVAL: ELLEN SMILEY Acting Executive Director of Personnel Services Fc<n:m tl .\smnans —License # W i I'_] I .\mcnJmcm m Gnrsuhmg Sen'itts .\�Tccmcm CunliJcnlial Iniurm:vinn I'u;c int i CITY OF SANTA ANA Raul Godinez II City Manager 25C-99 11/2I/2nl7 25C-100 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: FEBRUARY 6, 2018 TITLE: APPROVE AN AGREEMENT FOR SPECIAL LEGAL COUNSEL SERVICES WITH COTA COLE & HUBER RELATED TO POLICE DEFENSE LITIGATION SERVICES (STRAGIC PLAN NO. 1, 3, 4, 5) i CITY MANAGER 4' - RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2n° Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and the Clerk of the Council to execute an agreement with Cota Cole & Huber LLP related to police defense litigation services, for a one (1) year term from February 6, 2018 until February 5, 2019 for a maximum amount to be spent of $250,000 subject to non - substantive changes approved by the City Manager and the City Attorney. DISCUSSION Cota Cole & Huber LLP is a highly reputable, and specialized law firm which offers extensive experience in the area of police defense. The firm that has provided legal services to numerous cities, counties and other public entities and the firm's police defense litigation team has been successful in defending numerous municipalities in law enforcement civil liability. Dennis M. Cota, whom will be lead counsel for police defense litigation, has more than 30 years' experience as a public law litigator. He has represented multiple cities and counties throughout the state and his extensive trial experience include complex civil litigation, specializing in police defense. He has also successfully mediated many complex actions. Daniels S. Roberts, whom will also serve as co -lead counsel, is regarded as a municipal defense and federal court specialist with extensive experience in civil rights defense, police critical incident review, and police advisory maters. The other attorneys and staff whom are exceptionally knowledgeable regarding law enforcement issues and operations. Historically, the City's police personnel matters have been handled by outside counsel to avoid the potential for conflicts between an in-house city attorney who may have to later defend the same officer in subsequent litigation. The proposed hourly billable rate of $225 for lead counsel is 25D-1 Agreement For Special Legal Counsel Services with Cota Cole & Huber LLP Related to Police Legal Defense Litigation February 6, 2018 Page 2 competitive, and comparable to the hourly rate charged by other law firms who have represented the City. The attached agreement for legal services is necessary to guarantee the continuity of services for the City in on-going police personnel matters and police defense litigation for two matters. This agreement will authorize the City Attorney to call upon Cota Cole & Huber LLP for legal services as necessary to defend existing and future police defense litigation. This contract has a one (1) year term with a not to exceed amount of $250,000. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #1 Community Safety, Goal #3 Economic Development, Goal #4. Government Financial Stability, and Goal #5 Community Health, Livability, Engagement and Sustainability. FISCAL IMPACT The special legal counsel services will be paid out of the Liability Fund (account no. 08009051- 62302) Sonia R. Carvalho City Attorney Ellen Smiley Acting Executive Di Personnel Services FY 2017-18 $100,000 FY 2018-19 $150,000 APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance & Management Services Agency Exhibit — Legal Services Agreement with Cota Cole & Huber LLP 25D-2 SPECIAL LEGAL COUNSEL SERVICES AGREEMENT This AGREEMENT, made and entered into this 6�h day of February, 2018, by and between Cota Cole & Huber, a Limited Liability Partnership ("Attorneys"), and the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the constitution and laws of the State of California ("City"). RECITALS, A. City desires to employ Attorneys to assist the in-house attorneys for the City ("City Attorney") in the provision of police defense legal services to the City, and B. Attorneys represent that they are licensed to practice law in the State of California, have special experience and knowledge in the field of municipal litigation, specifically, police defense litigation and related personnel matters, and desire to undertake said services. C. City and Attorneys entered into a prior Agreement to provide legal services in December 2017, for an impending appellate court hearing. City agrees to pay Attorneys for legal services incurred from the time period established for this prior December 2017 Agreement up to the date of this Agreement for any work that may have exceeded the compensation amount listed in the previous Agreement. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. RETENTION OF ATTORNEYS City hereby agrees to and does retain Attorneys, for the compensation hereinafter specified, to assist the City Attorney with police defense litigation and personnel matters. Attorneys accept said retention and agree to perform, in a timely and efficient manner, all such services as may be requested by the City Attorney. Attorneys shall confirm their acceptance of work requested by City in writing by e-mail or letter. COMPENSATION FOR SERVICES RENDERED a. Compensation shall be based on the actual amount of time spent in adequately performing the Services, and shall be billed at the rate of $225 for partners, $205 an hour for associates and $165 an hour for paralegal work. Time will be billed in 1/10th of an hour increments. b. The total sum to be expended under this Agreement shall not exceed $250,000 during the term of this Agreement. C. City agrees to reimburse Attorneys for out-of-pocket expenses, including butnot limited to, mileage, expert witness fees, copying costs, service of process, and mail services authorized by the City Attorney in connection with the performance of duties under this Agreement. Copying charges will be reimbursed at the rate of 10 cents per page. Any costs in excess of $5,000 require City Attorney approval prior to incurring the expense. All expenses must have supporting documentation submitted with the invoice. Exhibit 1 256-3 3. METHOD OF PAYMENT Attorneys shall submit a monthly statement specifying the services performed, dates and number of hours, and an itemization of expenses related thereto with supporting documentation (i.e. receipts, invoices, copy of check, etc.). 4. CONTROL OF LEGAL MATIERS Attorneys agree that each and every matter or proceeding in which they undertake to assist the City Attorney, as aforesaid, shall be and remain under, and subject to the control and direction of said City Attorney at all stages, and that they shall at all times keep the City Attorney informed of all matters pertaining thereto. City will keep Attorneys informed of all significant developments in matters relating to any representation undertaken by Attorneys. Attorneys further agree, if and when their retention hereunder is terminated by City, as hereinafter specified, they shall return to City Attorney any and all files then in their possession concerning each and every matter or proceeding in which they represented the City pursuant to this Agreement. 5. REPORTING REQUIREMENTS, Attorneys agree to keep the City Attorney, Director of Personnel, and any other person(s) designated by the City Attorney, informed of significant events in the Actions, including but not limited to trial date, filing of motions for summary judgment, hearing date for motion for summary judgment, settlement conference date, and mediation date. Attorneys also agree to provide the following reports: a. 45 day initial evaluation of case and budget; and b. Pre-trial report 90 days before trial; 6. TERM The term of this Agreement shall commence on the date first written above and terminate one (1) year from said commencement date, unless terminated earlier pursuant to Section 15 below. The term of this Agreement may be extended upon a writing executed by both parties, including the City Manager and the City Attorney for the City. 7. INDEPENDENT CONTRACTORS It is mutually agreed by and between the parties that, in the performance of their covenants hereunder, Attorneys are and shall be independent contractors, and not officers or employees of City. 8. INSURANCE Attorneys shall provide to the City Attorney proof of Professional Liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim, and maintain such insurance throughout the term of this Agreement. If Attorneys fail or refuse to produce and maintain the insurance required by this section, or fail or refuse to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Attorneys' right to be paid for its time and materials expended prior to notification of termination. 9. INDEMNIFICATION Attorneys agree to and shall indemnify and hold harmless the City, its officers, agents, employees, and representatives from liability for personal injury, damages, restitution, judicial or equitable relief to the extent caused by Attorneys' negligent or wrongful performance or conduct related to this Agreement. 10. CONFIDENTIALITY All information and documents shared with Attorneys as well as all work performed by Attorneys in connection with this Agreement should be treated as strictly z 25D-4 confidential. Moreover, all communications between Attorneys and City shall be treated as protected by the attomey-client privilege and the attorney work product doctrine. Accordingly, information received by Attorneys from City should be kept in a secure place, and no information about this work may be disclosed to any third party without City's prior written approval. Attorneys shall provide materials directly to the City Attorney, Sonia Carvalho, or selected members of her office, as directed by the City Attorney. All such information and any written product in connection with Attorneys` retention under this Agreement, shall be marked as "PRIVILEGED AND CONFIDENTIAL / ATTORNEY -WORK PRODUCT" and shall be the property of the City Attorney's Office, and shall be returned/provided to the Office of the City Attorney with all copies upon the request of the City Attorney. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Attorneys, disclosed in a publicly available source; (c) is in rightful possession of the Attorneys without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Attorneys without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Attorneys covenant that it presently has no interests and shall not have interests, direct or indirect, that would conflict in any manner with performance of services specified under this Agreement. 12.ON TICS Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other electronic communication in the manner provided in this Section, to the following persons: To City: Clerk of the Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702-1988 Facsimile (714) 647-6956 Courtesy Copy: City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Facsimile (714) 647-6515 To Attorneys: Dennis M. Cota, Esq. Cota Cole & Huber, LLP 2261 Lava Ridge Court Roseville, California 95661 Telephone: (916) 780-9009 Facsimile: (916) 780-9050 3 25D-5 A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded, 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Attorneys, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Attorneys. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Attorneys or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any parties, which are not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Attorneys, Attorneys may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject of this Agreement performed by City personnel or by other Attorneys retained by City. 15. TERMINATION This Agreement may be terminated by City at any time. In such event, Attorneys shall be entitled to receive and the City shall pay Attorneys compensation for all services performed by Attorneys prior to receipt of such notice of termination. As a condition of such payment, Attorneys shall deliver to the City all files and records generated under this Agreement as of such date. Attorneys may terminate this agreement, subject to their obligation to provide written reasonable notice of at least thirty (30) days to arrange alternative representation. In such case, City agrees to secure new counsel as quickly as possible and to cooperate fully in the substitution of the new counsel as counsel of record in in the Actions. 16. DISCRIMINATION Attorneys shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Attorneys affirm that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 4 25D-6 17. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. MISCELLANEOUS PROVISIONS Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 19. QOLJNTERPARTSLSLGNATURES This Agreement may be executed in counterparts, secured via facsimile or e-mail transmission or otherwise, each of which shall be deemed to be an original. Photocopies of any executed counterpart shall have the same force and effect as an original. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. ATTEST: Maria D. Huizar Cleric of the Council RECOMMENDED FOR APPROVAL: — X ! S CARVALHO "City Attorney Office APPROVED AS TO FORM SONIA R. CARVALHO V �✓ �' Sandra' warzmann Seri r Assistant City Attorney CITY OF SANTA ANA Raul Godinez II City Manager COTA COLE & HUBER LLP Dennis Cota, Esq. Partner s 25D-7 25D-8 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: FEBRUARY 6, 2018 TITLE: AWARD AGREEMENT TO ENTERPRISE AUTOMATION FOR WATER SYSTEM CONTROL DESIGN, DOCUMENTATION, AND TESTING SERVICES (NONGENERAL FUND) (STRATEGIC PLAN NO. 6,2) CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on ls' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute an agreement with Enterprise Automation to provide water systems controls services for the three-year period beginning February 6, 2018, and expiring February 5, 2021, with a provision for a two-year renewal option exercisable by the City Manager and City Attorney, in an amount not to exceed $200,000 annually, for a total amount not to exceed $1,000,000 for the five-year period, subject to nonsubstantive changes approved by the City Manager and City Attorney. DISCUSSION The City of Santa Ana Public Works Agency oversees and maintains the daily operations of a highly automated and complex water system consisting of pump stations, wells, reservoirs and flow control valves. These operations require a robust network of industrial controls, computer programming, and engineered set -points to properly manage the water system. A poorly documented and maintained water control system results in confusion and delays when performing routine system operations, responding to system failures, or implementing system upgrades. To avoid these complications, industry best practices include the preparation of detailed, site- specific, control strategy documents and programming standards. Industry best practices also recommend establishing quality assurance and control procedures when performing device upgrades, and implementing business procedures for ensuring ad-hoc computer programming modifications are vetted and comply with City standards. The scope of services to be performed under this agreement will institute the stated industry standards for the City's water production system facilities. The deliverables will include the preparation of detailed control strategy documents for various water pump stations and all of the pressure control stations throughout the City. In addition, the scope of work includes developing and implementing business 25E-1 Award Agreement to Enterprise Automation for Water System Control Design, Documentation, and Testing Services February 6, 2018 Page 2 procedures to document and control all water system field device design, programming, testing, and commissioning. These services will significantly advance the Water Resources Division's efforts to standardize and modernize its water control systems to achieve more efficient operations. Staff prepared a Request for Proposals (RFP) which was advertised on the City's Planet Bids website, as well as the City website, on October 19, 2017. Three proposals were received and evaluated by an evaluation committee comprised of Public Works Agency staff. All firms scored above the minimum acceptable score of 70. Listed below are the responding firms and their respective scores: Rank FIRM Location Score 1 Enterprise Automation Irvine 86 2 ASC Engineering, Inc. Irvine 73 3 KDC Systems Los Alamitos 73 In accordance with the RFP, staff recommends awarding a contract to Enterprise Automation. Enterprise Automation demonstrated a high technical competency and ability to respond to the City's needs, and has worked successfully with the City in the past. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 - Community Facilities & Infrastructure, Objective #2 (address deferred maintenance on City buildings and equipment). ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT Project funding from the Water Utility Water Production and Supply Contractual Services - Professional account (No. 06017640-62300) is available in the Fiscal Year 2017/18 budget and will be budgeted in subsequent fiscal years as identified in the estimated spending plan below: Fiscal Year Amount FY 2017/18 (February — June) $100,000 FY 2018/19 (July -June) $200,000 FY 2019/20 (July -June) $200,000 FY 2020/21 (July -June) $200,000 FY 2021/22 (July -June) $200,000 FY 2022/23 (July -February) $100,000 TOTAL $1,000,000 25E-2 Award Agreement to Enterprise Automation for Water System Control Design, Documentation, and Testing Services February 6, 2018 Page 3 Fred Mousavipour Executive Director Public Works Agency FM/NS/RR Exhibit: 1. Agreement APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez 3 Executive Director Finance & Management Services Agency 25E-3 25E-4 AGREEMENT TO PROVIDE FUNCTIONAL SPECIFICATIONS AND SCADA SOURCE AND CHANGE CONTROL SERVICES FOR WATER PRODUCTION AND CONTROL FACILITIES THIS AGREEMENT is made and entered into this 6th day of February, 2018 by and between Enterprise Automation ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. On October 19, 2017, the City issued Request for Proposal No. 17-112, by which it sought a consultant to provide functional specifications and SCADA source and change control services for the City's water production and control facilities. B. Consultant submitted a responsive proposal that was selected by the City. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 17-112 and further delineated in Exhibit A. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform the services that are described in Exhibit A. Consultant's proposal is incorporated by reference as though fully set forth herein. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services under this Agreement, the rates and charges identified in Exhibit B. The total amount to be expended during the term of this Agreement, including any extension periods exercised under Section 3, shall not exceed $1,000,000. The annual amount to be expended shall not exceed $200,000. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals and Scope of Work, which may reasonably be expected by City. Page 1 of S 25E-5 3. TERM This Agreement shall commence on the date first written above and terminate on February 5, 2021, unless terminated earlier in accordance with Section 17, below. The term of this Agreement may be extended for one 2 -year period upon a writing executed by the City Manager and City Attorney. 4. PREVAILING WAGES Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. Page 2 of 8 25E-6 7. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the CITY, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary with respect to insurance or self-insurance programs maintained by the CITY; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the California Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect, by consultant, without thirty (30) days prior written notice to the City. Page 3 of 8 25E-7 (iv) Consultant shall supply City with a fully executed additional insured endorsement. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDENINIFICATION Consultant agrees to indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise to the extent of any negligent operations of the Consultant or its subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement to the extent of Consultant's responsibility. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement, and includes costs and fees of defense. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the extent of the negligence, recklessness, or willful misconduct of the Consultant. 9. INTELLECTUAL PROPERTY INDENINIFICATION Consultant shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 10. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created Page 4 of 8 25E-8 pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 11. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714- 647-6956 Executive Director Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, CA 92702 Fax 714-647-5635 Page 5 of 8 25E-9 Sonia R. Carvalho City Attorney 20 Civic Center Plaza, M-29 P.O. Box 1988 Santa Ana, CA 92702 Fax 714-647-6515 To Consultant: Enterprise Automation 210 Goddard Irvine, CA 92618 Fax 949-769-6005 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or Page 6 of 8 25E-10 right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 18. FORCE MAJEURE In the event that performance of the services and/or delivery to City of any deliverables under this Agreement is delayed by circumstances beyond the reasonable control of Consultant, including without limitation changes to the scope of work, delays by City in providing information to Consultant, natural disasters, civil disturbances, labor disruptions, unavailability of materials, or shipping delays, Consultant will promptly notify City of such circumstances in writing and will be granted an equitable extension of time to perform the services and/or provide deliverables under this Agreement. 19. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, relation, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 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 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. Page 7 of 8 25E-11 21. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 22. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 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:40-'rd.+ N _ Laura A. Rossini Senior Assistant City Attorney RECOMMENDED FOR APPROVAL FRED MOUSAVIPOUR Executive Director, Public Works Agency CITY OF SANTA ANA RAUL GODINEZ II City Manager CONSULTANT Name: Title: $e -f 2 EXHIBIT A ENTERPRISE 210EnterpseGodda Automation 210 Goddard Irvine CA 92618 USA AUTOMATION Tel 949-7694000 Fax 949-769-6005 twvw.eafntea2tor.com 2 Scope of Services & Schedule Client: City of Santa Ana Revision: 1.0.0 Document: Response to RFP 17-112 Dater. 11/21/2017 Section: &ope of Services & Schedule Pae Number 1 of 31 25E-13 ENTERPRISE AUTOMATION Enterprise Automation 210 Goddard Imine CA 92618 USA Te1949-7696000 Fax949469E005 www.eaintearator.00m Scope of Work Functional Specifications and SCADA Source Control and Change Control Services for City of Santa Ana Client: City of Santa Ana Revision; 1.0.0 Document: Response to RFP 17-112 .Date: 1 112 11201 7 Seceon: Scope of Services & Schedule P.— Number 2 of 31 25E-14 ENTERPRISE AUTOMATION Enterprise Automation 210 Goddard Irvine CA 92618 USA Tel 949-7696000 Fax 949-769-6005 t .eainteamtorcom Table of Contents 1 Acronyms and Terms..................................................................................................::...... 5 2 Proposal Background ........................................ :........................ :.................................... :..... 6 3 Project Goals......................................................................................................................7 4 Project Approach .......... :...... :...... ........... :............................................................................. 7 5 Assumptions....................................................................................................................... 7 6 Supporting Documentation.................................................................................................. 8 7 Scope of Work.........................................:.........:.:...................................:.:...:.:.......I.......... 9 7.1 Project management ............ ...:...:..:............................................................................. 9 7.1.1 Team. check-in meetings......................................................................................10 7.1.2 Project status updates.........................................................................................10 7.2 Guiding principles and approach.......................................................:.:..........:............ I i 7.2.1 Analysis before design......................:.........................:........................................11 7.2.2 Functional specifications...:.::.:.............................................................................12 7.2.3 Panel and electrical design..................................................................................12 7.2.4 Testing.................................................................................................................12 7.3 Project initiation..................................................:..:....................................................13 7.3.1 Onsite kickoff meeting................:....:....................................................................13 7.3.2 Execution planning ........................................... ............................... ....................13 KeyDeliverables.....................................................................................................:..........13 7.4 Control panel design...........................................................................:.......................14 7.4.1 Drawings and documentation........::..::.................................................................14 KeyDeliverables................................................................................................................15 7.5 Functional specifications.............................................................................................15 7.5.1 Preparation............................:.............................................................................16 7.5.2 Specification development.........:.....::......:...........................................................18 7.5.3 Specification handover to PLC programmer.........................................................18 KeyDeliverables............................................................................................................:...19 7.6 Programming and testing specifications..........................................:............................19 7.6.1 Programming specifications.:................................................................................20 7.6.2 Training for PLC programmer..............................................................................20 7.6.3 Development, testing, and commissioning oversight............................................20 KeyDeliverables................................................................................................................21 7.7 Source control................................................................:.............................................21 7.7.1 PLC program collection........................................................................................21 Client City of Sante Ana Revision: 1.0.0 Document: Response to RFP 17-112 Date: 1 112112017 Section: Scope of Sen+ices 8 Schedule Pa a Number 3 '1 31 25E-15 j4hE.NTERPRISE AUTOMATION Enterprise Automation 210 Goddard Irvine CA 92618 USA Tel 949-7696000 Fax 949-7696005 w .eainteprator.corn 7.7.2 Source control workshop...................................................................:.................22 7.7.3 Source control speciffcation:.............................::.................................................22 7.7.4 Implementation....................................................................................................23 7.7.5 Management and maintenance............................................................................23 KeyDeliverables........................................................................................:..:................:...23 7.8 Change control.........................:...........................::......:.............................................23 7.8.1 Change control workshop....................................................................................23 7.8.2 Change Control Specification ................................................................:..............24 7.8.3 Management and maintenance........................:......................:.....::.....................24 KeyDeliverables............................................................:...................................................24 8 Other Value Added Related Services.................................................................................25 8.1 Dynac, network, and telemetry change management..................................................25 8.2 SCADA cyber security ....................................................:...........:.....::;.....,...•......•:.....25 8.3 SCADA maintenance .........:...........................................:............................................25 8.4 Obsolescent assessment; ........................................................................................... 26 8.5 As -built network drawings...........................................................................................26 8.6 As -built site documentation.......................................:...............:................................26 8.7 Electronic O&M system...............::.....................................::..........:............................27 8.8 Dynac data specification......:.........:............................................................................27 8.9 Automated PLC code change management................................................................27 8.10 Dynac test platform....................................................:................................................27 9 Assumptions & Clarifications .........................................................::...............::....:.............28 10 Schedule::....:..:.:..................:..........:..............................................................................29 --Client city of Santa Ana Revision: 1.0.0 Document: Response to RFP 17-112 Date: 1 112 11201 7 Section: Scope of Services & Schedule Pae Number 4 of 31 25E-16 ENTERPRISE Enterprise Automation 210 Goddard Irvine CA 92818 USA A U TO M A T I O f`I Tel 949-769.6000 Fax 949.769-6005 www.eainteoralonwm 1 Acronyms and Terms For the remainder of the document the following acronyms will be used. Term- Description �a SCADA Change Request, EAs common`n"ame a for Change P : I f request ,!_Control EA EnterpriseAutomation 'FA , FactoryAcceptance-Test, HMIuman WE a Interface Operation and maintenance manuals O T Operator Interface Terminal, stand alone graphical interface t , YLaund on standalone eiluipment or reno, a sites: '2 „Prog mable-14c Controller f PM Project Manager eSAT £Site Acceptance Test.' SC AI Supervisory Control and Data Acgmsition the City; ��Gity of Sarita Ana r' • �'k { -;, r , Client: City of Santa AnaRevision, 1.0.0 Document: Response to RFP 17-112 - Date: 1112112017 Section* Scope of Services & Schedule Page Number 5 of 31 25E-17 ENTERPRISE AUTOMATION 2 Proposal Background Enterprise Automation 210 Goddard Irvine CA 92616 USA Tel 949-769-6000 Fax 949-7696005 v .eainteorafor.com The City of Santa Ana released RFP 17.112 soliciting bids from qualified systems integrators; to provide several consultative and design services aimed at promoting standardization and best practices. This project is a continuation of the City's initiative to mitigate risk and improve the serviceability of their SCADA system. The RFP specifically solicited proposals for the sole source development of control panel designs and functional specifications for two pump stations and four pressure reducing valve stations, which will be upgraded in the future. Additional scope includes the development of programming and testing specifications for those sites, the development of source control and change control systems, and support services for those systems throughout the life of the three year contract. Enterprise. Automation has a thorough understanding of the City's needs, expectations, and quality standards as, we have been providing similar services to the City since 2014, with great success. Projects include: 1: East Pump station (June,2014 —May 2015) a. Functional Specification b. Test documentation (FAT and SAT) c. On-site testing and support 2. SA -5 Lift Station (July 2014 —present) a. Functional Specification b. Design and specifications review c. On-site testing and support 3. San Lorenzo Lift Station (February 2015 present) a. Control panel design and factory acceptance testing It. Design and specifications review c. .Functional Specification I Test document development (FAT and SAT) 4. Walnut Pump Station Flay 2016 —,present) a. Existing condition technical memorandum. i. Site surveys and operations workshops b. Functional Specification c. PLC standard code modules and documentation d. OIT programming standards documentation e. Design and specifications review f. Testing documentation development (FAT and SAT) g. On-site testing and support Client City of Banta Ana Revision: 1.0.0 Document: Response to RFP 17-112 Date: 11/2112017 Section: Scope of Services & Schedule Page Number 6 of 31 25E-18 ENTERPRISE AUTOMATION Enterprise Automation 210 Goddard Irvine CA 92618 USA Tel 949-7698000 Fax 949-769-6006 �.eaintearatdreom This scope of work represents Enterprise Automation's proposed approach to the RFP requirements as well as several supplementary recommendations which will add value to the City's SCADA and automations assets, and also minimize the City's exposure to operational, maintenance, and project related risks. 3 Project Goals The 'goals of this project are to: 1. Continue the process of developing'documentation;formats and standards that can be re -used on future City projects 2. Ensure that the control requirements for the facilities are documented and implemented, taking into account the needs of a variety of City stakeholders 3. Ensure that the facility operates as intended by the City once the project concludes 4. .Implement oversight mechanisms for the City's contracted PLC programmers 5. Promote transparency and intentional oversight for approved modifications to site programs. and configurations 4 Project Approach Our project approach is designed to: 1. Reduce overall project risk by leveraging EA's highly certified staff and in- depth knowledge of industry best practices 2. Maximize client engagement at all necessary levels (operations, maintenance, and management) to ensure that the functional specifications and panel designs meet or exceed the City's requirements 3. Promote thorough testing of everything where practical, prior to site deployment to reduce the probability of rework being necessary in the field 4. Leverage ENS previous experience working with the City's water team to prevent re -work and promote consistency 5 Assumptions Please see Section 9 for Assumptions and Clarifications that apply to this scope of work. f Client: City of Santa Ana Revision: 1.0.0 Document: Response to RFP 17-112 Date: 11/2112017 Section: Scope of Services $ Schedule Pae Number 7 of 31 25E-19 ENTERPRISE AUTOMATION Enterprise Automation 210 Goddard Irvine CA 92618 USA Tel 949-769-6000 Fax 949-769-6005 v .eaintecmtoccom 6 Supporting Documentation This scope was developed with support from the following documents: 1. The City's RFP: Request for Proposals ,for Water ResoLuves Functional Specifications and SCADA Source and Change Control Services RFPNO: 17.112 Issued 10912017 2. No addendums were received for RFP NO: 17-112 Client City of Santa Ana Revision: 1(0.0 Document: Response to RFP 17.112 Dale: 11/21/2017 Section: Scope of Services & Schedule Page Number 8 of 31 25E-20 ENTERPRISE AUTOMATION 7 Scope of Work Enterprise Automation 210 Goddard Irvine CA 92618 USA Tel 949-769-6000 Fax 949-769-6005 vow✓.eainteamtoccom This section details the scope of work for tasks listed in the sealed Fee Proposal The City of Santa Ana is upgrading the Crooke Pump Station, Cambridge Pump Station, and four System Pressure Reducing Valve Stations. Although the full scope of the upgrades are unknown to Enterprise Automation at this time, it is generally understood that new control panels and PLC controls will be required. The City's design consultants will be preparing the upgrade designs whilst Contractors and PLC programmers engaged by the City will be performing the upgrade work. The City has requested assistance to provide control panel designs, "control descriptions and to assist with verification and documentation of the control system testing prior to, and during startup of each site.. Note: The sections within this Scope of Work are organized to match the order they are presented in the RFP. The actual order of execution will be reorganized to maximize engineering efficiencies and value to the City. 7.1 Project management `EA will provide a dedicated project manager to be the main point of contact and steward all communication through EA. The PM has primary responsibility for this contract's scope, budget, and schedule. The PM will prepare a detailed project schedule, publish it, and periodically update it as the project unfolds. At the commencement of the project,, the PM will submit the schedule to the City in electronic format. Note: a preliminary schedule has been included in Section 10 Throughout the life of the project, the PM will perform all commercial, budget, and project tracking related updates. The labor estimate for project management is comprised of a fixed percentage of the engineering hours (as will be evident in the sealed Fee Proposal).. For each workshop or client meeting involving key project decisions, EA's PM will draft and release meeting minutes with action items and dates assigned within one week. KeyPmjectManagementRolesandActi des' 1. Primary point of contact, communications coordination 2. Project scheduling S. Internal project team meeting coordination 4. Project status tracking (daily/weekly) Client: City of Santa Ana Revision: Document Response to RFP 17-112 Date 11121/2017 Section: Scope of Services & Schedule Pae Number 9 of 31 25E-21 ,e/ ENTERPRISE `-AUTOMATION 5. Project status communication with the City 6. Project invoices and tracking report (monthly) 7. Project coordination 8. Procurement oversight 7.1.1 Team check-in meetings Enterprise Automation 210 Goddard Irvine CA 92618 USA Tel 949-769-6000 Fax 949-769-6005 www.eainteomtor.com Internal project team meetings between the EA PM and EA engineering staff are conducted: regularly during all -projects. These meetings are used to discuss overall project status, budget, schedule, scope, and risk scenarios. The risk register is updated as known risks are averted or mitigated and new risk scenarios are identified. We consider these formal meetings acritical component to our success as they facilitate team coordination and collaboration in an organized and controlled manner. Refer to Volume 11, Appendix E: Example Technical Documentation for a sample of a project risk register. 7.1.2 Project status updates The PM will contact the City's project manager a minimum.of once every two weeks via email to provide status updates for all ongoing tasks. This standard practiceehelps-to maintain an open line of communication when current project activities do not require direct contact between EA and the City. Refer to Volume II, Appendix D: Example Commercial Documentation for a sample of one of our biweekly entails. Client: City of Santa Ana Revision: 1.0.0 SOcumenC Response to RFP 17-112 Date: 11/2112017 Section Scope of Services & Schedule Pae Number 10 of 31 25E-22 ENTERPRISE Enterprise Automation 210 Goddard Irvine CA 92618 USA AUTOMATION Tel 949-769-6000 Fax 949-7696005 wonv. e a i n to e m t o r. c o m 7.2 Guiding principles and approach When executing a project, the EA teams follow a standardized project methodology, which is founded on several guiding principles. They are: 1. Engage clients early and often; listen first a. Enterprise Automation identifies client needs first, before executing engineering tasks 2. Planning always precedes execution a. We develop a project schedule and detailed task execution plans for deliverables upfront and review designs before starting work 3. Client approval of design documentation is required before implementation (including functional specifications, SCADA standards specifications, network drawings, etc.) 4. Our QA/QC policy is summarized by our mandate "Nothing Leaves Enterprise Untested" a. We document all code and hold each other accountable b. All documents/programs are internally peer reviewed before internal or external turnover (e.g. desk checks) c. We test and commission only against client approved specifications d. We strongly encourage witnessed FATs for all projects e. Completion of commissioning must be. demonstrated to our client for sign-off/approval during a Site Acceptance Test (SAT) 7.2.1 Analysis before design At the onset of every project, the EA project team executes a detailed existing site and design analysis where all available documentation is reviewed, site surveys are completed, and if necessary, interviews with city personnel are conducted, to ensure we have a thorough understanding of the current and proposed designs before proceeding. Workshops play a key role in this at as they ensure that all stakeholder are clearly aligned and have unified goals, action items, and deliverables. Workshops can be scheduled before a design starts to clearly define the goals, mid design to review progress and ensure that progress meets the client's expectations, and after completion of the design to identify errors before implementation commences. For the project proposed by the City in RFP 17.112, EA expects to utilize several workshops at all stages during the development of the scoped deliverables. Client: City of Santa Ana Revision: 1.0.0 Document: Response to RFP 17-112 Date: 1 112 112 017 Section: Scope of Services & Schedule Pa a Number 11 of 31 25E-23 .&ENTERPRISE Enterprise Automation TTA UTOMATIOn 210 Goddard Irvine CA 92618 USA Tel 96 9.6000 Fax 94976005 www.aaint.eainteorator. com 7.2.2 Functional specifications Functional specifications are a cornerstone of all EA projects. At EA, specifications provide the reader with a detailed and methodical description of how the system or component will look, feel, and operate. They are developed in close collaboration with our client and all relevant stakeholders to ensure thoroughness, completeness, and accuracy. Functional specifications require an acute attention to detail as they serve four vital roles: 1. They facilitate alignment between stakeholders before configuration begins 2. They provide a set of guidelines and constraints, which helps engineers plan properly and avoid cost over runs by letting them know when they can consider configuration complete 3. They act as compliance tools, which are incorporated into internal, FAT, and SAT documentation 4. They are utilized as training and on-site, troubleshooting tools Refer to Volume 11, Appendix E: Example Technical Documentation for a sample of one of our functional specifications. 7.2.3 Panel and electrical design Panel designs start with the development of a site's functional specification. A complete functional "specification should make it easy for an engineer to identify and list the required I0, equipment, and communications channels. Those requirements along with the spatial, power, and heat dissipation requirements form the components form the basis of the panel design. Where possible, EA develops panel design standards to reduce future design, maintenance, and training costs. These standards include: terminal block layouts, power supply sizing, component placement, and protective device sizing and usage. 7.2.4 Testing Our seventh core value is 'Notbing Leaves Enterprise Untested". We believe that testing standards and processes are what separates a good integrator from a great integrator. Our testing processes play a key role in our ability to proudly claim that we deliver "World Class Startups" to our clients. To develop test procedures for a project, we start with the functional specification. We test every 110 point from field to SCADA screen, every feature from redundancy to security, and all.process control subroutines. Outside of the specified features, we also test for anomalies and attempt to conceive every way Client: City of Santa Ana Revision: 1.0.0 Document: Response to RFP 17-112 Date: 11/21/2017 Section: Scope of Services & Schedule Pae Number 12 of 31 25E-24 ENTERPRISE AUTOMATION Enterprise Automation 210 Goddard Irvine CA 92618 USA Tel949-769{000 Fax949-769 005 �.eaintearatorxom which an operator might use and abuse a control system. Test procedures are never developed in a silo as they are always peer reviewed and client reviewed. 7.3 Project initiation Once a PM is assigned and an engineering team has been established, they will perform an internal team kickoff to review the following: • Customer history • Relevant parties involved • Relevant documentation (specs, designs, etc:..) • Project scope, budget, schedule, and risk areas 7.3.1 Onsite kickoff meeting Following the internal kickoff. meeting, EA will prepare for a formal kickoff meeting and release a meeting agenda at least one week prior to the meeting. Key members of the EA project team will attend the formal kickoff meeting at the City's facility. In addition to the EA team, expected attendees are_ key members of the City's staff. Meeting minutes will be published containing action items with assigned responsibilities and due dates. 7.3.2 Execution planning At EA, execution planning is an engineering activity whereby the engineers document the systematic processes required to generate each deliverable.These plans are followed and updated with new information as as work is completed. This is an elementary activity of ENS preparation and quality control process. EA engineers (typically the Lead Engineer) will set up the execution plan templates prior to the kickoff meeting. The templates are based on this scope of work and the Fee Proposal. Once the kickoff meetings are complete, and mutual understanding of the scope is confirmed; EA will update and add more detail to the execution plan's. Key Deliverables 1. Client Requested: a) Kickoff meeting minutes b) Project Schedule -in Gantt format Client: City of Santa Ana Revision: 1.0.0 Document: Response to RFP 17-112 Date: 1112112017 Section: Scope of Services & Schedule Pae Number 13 of 31 25E-25 ENTERPRISE Enterprise Automation 210 Goddard Irvine CA 92618 USA AUTOMATION xrovw. ea Tel 9-6000 Fax 9497696008 .eaintinteprator.wm 7.4 Control panel design Enterprise Automation will develop complete control panel designs for the following sites: 1. Crooke Pump Station 2. Cambridge Pump Station 3. System Pressure Reducing Valve Stations (4 total) The designs will be processed for accuracy via a four step process: 1. Develop a panel design 2. Draft and review the panel drawings 3. Submit the panel drawings for City review 4. Incorporate the City's comments into the final panel design The PLC panel hardware specifications developed for the Walnut Pump Station project will be used as the basis for panel component selection. The panel design will also draw heavily on the reuse of the San Lorenzo Lift Station panel design and existing EA standards, to minimize project expense and lead time. An important consideration with this approach (ie. to leverage existing work), is that although EA is currently contracted to -deliver a panel design for the San Lorenzo Lift Station, this task will not be performed until the San Lorenzo project reaches the construction phase. In the event that panel design for this scope of work is initiated prior to the San Lorenzo design, it may be necessary to adjust the Fee Proposal to compensate for the additional design work required. 7.4.1 Drawings and documentation Enterprise Automation will determine the I/O requirements of the PLC panel, and will develop AutoCAD drawings and documents which will include: 1. Front Panel Layout Drawing 2. Back Panel Layout Drawing 3. Power Distribution Drawing 4. Communication Network Drawing 5. Analog Inputs/Outputs Drawing 6. Digital Inputs/Outputs Drawing 7. Wire numbering 8. Symbol legend 9. Construction notes and fabrication standards Client: City of Santa Ana Revision: 1.0.0 Document: Response to RFP 17-112 Date:- 11/21/2017 Section: Scope of Services & Schedule Page Number 14 of 01 25E-26 ENTERPRISE AUTOMATION 10. Panel and terminal labels 11. Bill of materials 12.1/0 List with Tag Names 13. Design calculations: a. Heat dissipation b. Power supply and battery calculations c. Wire duct fill Enterprise Automation 210 Goddard Irvine CA 92618 USA Tel 949-769-6000 Fax 949-769-6005 �.eaintearator.com 14. Specifications for: a. DC Power Components (standard provided by City) b. Ethernet and Networking Components (standard provided by City) c. Telemetry Components (standard provided by City) d. Control Panel Construction (standard provided by City) Key Deliverables • Client Requested: a) 1/0 list b) Complete set of drawings c) Complete set of associated specifications 7.5 Functional specifications EA will develop functional specifications as required by the RFP for the following sites: 1. Crooke Pump Station 2. Cambridge Pump Station 3. System Pressure Reducing Valve Stations (4 total) The functional specifications will substantially conform to the standard functional specification format developed by EA for the EAST Pump Station, SA -5 vault, San Lorenzo Lift Station, and the Walnut Pump Station projects. The development process will be split into two phases, which consist of the following tasks: (notes in parentheses are the terms used in theRFP) 1. Functional Specification Preparation: a. Site surveys It. Existing Site Condition Technical Memorandum c. Existing site condition workshop (existing condition work sessions) d. Functional specification workshop (operations workshop) Client: Cib/-of Santa Ana Revision: 1,0.0 Document: Response to RFP 17-112 Date: 11/2112017 Section__ Scope of Services & Schedule Pa a Number 15 of 31 25E-27 ENTERPRISE AUTOMATION 2. Functional Specification Development: a. Functional specification production Enterprise Automation 210 Goddard Irvine CA 92618 USA Tel 949-789-80017 Fax 949_-769-8005 �.eaintegrator.com b. Functional specification review workshop 7..5.1 Preparation The purpose of this phase is to develop a strong understanding of the existing site. EA will leverage this information to provide recommendations for hardware, controls, standardization, and operation upgrades, which will be incorporated into the panel design and functional specifications. 7.5.1.1 Site surveys EA will inspect and document the condition of the controls at the existing facilities and catalog the existing controls hardware. Per the RFP, an allowance of one S hour day for 2 EA engineers has been provided for each site. We believe that 2 engineers are necessary in order to capture all the information needed and to reduce the risk that something is overlooked or forgotten. The RFP requires that the integrator catalogue all existing controls and equipment. It will. also be necessary to collect several key documents related to the site including: 1. Cut sheets 2. Equipment manuals 3. Panel designs 4. Electrical plans 5'. Construction plans 6. MIDs 7. Operations documentation EA anticipates that collecting these documents (which should they exist, may -or may not actually be located at the site) will take additional effort that is not included in the City's site visit allowance. [MB additional effort ie notinc/udedin the Fee FmpoaW Client: City of Sante Ana Revision: 1.0.0 Document Response to RFP 17-112 Date:. 1112112017 Section: Scope or Services&Schedule Page Number 16 of 31 25E-28 ENTERPRISE Enterprise Automation 210 Goddard Irvine CA 92618 USA AUTOMATION Telveainterato0 Fax 949769E005 w�wv.ea integrator. com 7.5.1.2 Technical memorandum EA will then prepare a technical memorandum for each site. The technical memorandum will contain the following information: 1. An.overview/evaluation of the condition of the existing controls equipment 2. Recommendations.for enhancements to existing controls Additional documentation to be developed with the technical memorandum includes: 1. Instrument database 2. I/O and communications database The format developed for the Walnut Pump Station project will be leveraged as a template for the technical memorandum, instrument databases, and I/O and communications databases. Once complete, EA will submit the memorandum to the City for review. EA has added this document to the scope. due to the high value it provides. The Technical Memorandum will provide EA and the City with a thorough, unambiguous, and documented understanding of the site condition and key areas for improvement. More importantly, it will serve as a documented justification for future design decisions and the corresponding costs that will be incurred by the City. [This addfkoaal owpe k included in the Fee PmpaWV Refer to Volume II, Appendix E: Example Technical Documentation for a sample of one of EA's site audits. 7.5.1.3 Technical memorandum review workshop To ensure the City's complete understanding of the memorandum and to review the key.findings and recommendations, EA will conduct a half day workshop with the City to review, explain, and discuss the contents as necessary. As experienced during the Walnut Pump Station project, the City's understanding of the memorandum will be rapidly advanced by this additional workshop. Following the workshop and receipt of the City's review comments, EA will update the documentation per City comments. [This additional scope ishaluded in the Fee Pmposall 7.5.1.4 Functional specification workshop EA will host a Functional Specification Workshop, which builds on the intent of the "operations workshops" called for in the RFP and adds discussion on the application of existing City standards to the site's upgrade. The outcome of this workshop will be a clear vision for the site's future hardware, I/O, equipment, process control strategy, communications, and SCADA interfaces. Client: City of Santa Ana Revision: Document Response to RFP 17-112 Date: 11/21!2017 Section: Scope of Services & Schedule Page Number 17 oY31 25E-29 ENTERPRISE Enterprise Automaton TAUTOMATION 210 Goddard Irvine CA 92618 USA Tel 94900 Fax 949-769-6005 1wn✓.eaIntegrintearatoccom 7.5.2 Specification development Utilizing the information gathered during the preparation phase, EA will develop detailed functional specifications for each site. The functional specifications will contain the following information, as called for in the RFP: a) Narrative overview of the function and operation b) Identification of all components (i.e. equipment, instrumentation, etc.) a. Narrative description of the functionality of each component c) Narrative description of'alloperational modes d) Description of theprocess control strategies a. Identification of the specific I/O, setpoints, commands, and communications associated with each strategy b. Detailed description of the control logic for each component/strategy, .including permissives, interlocks, PID controls, etc. e) Description of the SCADA interfaces f) Narrative and detailed description of system alarms and other notification functionality Once complete, EA will submit the specification to the City for review. 7.5.2.1 Functional specification review workshop To ensure the City's complete understanding of the specification, EA will conduct a full day workshop with the City to review, explain, and discuss the contents as necessary. Following the workshop and receipt of the City's review comments, EA will update the documentation per City comments. 7.5.3 Specification handover to PLC programmer It will also be necessary to conduct a handover workshop with the PLC programmer. The purpose of the handover is: 1. For EA to establish a working relationship with the PLC programmer 2. To explain the terminology used in the specification 3. To ensure the PLC programmer understands the intended operation of the site 4. To'ensure that the PLC. programmer accepts the requirement to explicitly comply with the specification 5. To provide a forum for the PLC programmer to ask questions Client: City of Santa Ana Revision: 1.0.0 Document Response to RFP 17-112 Date: 11/21/2017 Section: Scope of Services & Schedule Pae Number 18 of 31 25E-30 ENTERPRISE AUTOMATION Enterprise Automation 210 Goddard Irvine CA 92618 USA Tel 949-76943000 Fax 949.769-6005 w .eaintearatoccam 6. For EA to gauge the PLC programmer's comprehension of the specification 7.. For EA to gauge the competency of the PLC programmer [TI& additional effort isnotizidudedin Fee Pmpoaal[ Key Deliverables Client requested: a) Functional Specifications for each site Instrument database 1/0 and communications database Additional scope (value adW a) Technical Memorandum for each site (included in the fee proposal) b) Technical Memorandum review workshop for each site. (included in the fee,proposal) 7.6 Programming and testing specifications Leveraging the templates and significant portions of the documents developed for the East Station, SA -5, San Lorenzo, and Walnut Pump Station projects, EA will develop several types of test documentation for each site; 1. Control Panel FAT documentation, for use by: a. The PLC programmer for internal panel testing prior to a formal witnessed FAT b. EA to conduct a.formal witnessed panel FAT at the PLC programmer's facility 2. Control System FAT documentation, for use by: a. The PLC programmer for internal testing of PLC, OIT, and ancillary equipment, prior to a formal witnessed control system FAT b. EA to conduct a formal witnessed control system FAT at the PLC programmer's facility 3. Control System SAT documentation, for use by: a. By the PLC programmer, Enterprise automation, and the City during site commissioning b. By the PLC programmer, Enterprise automation, and the City during formal site acceptance testing The test documentation will cover PLC/SCADA related controls only. Any process testing requirements, such as pump capacities, system pressures, etc. must be provided by the City. Client: City of Santa Ana Revision: 1.o.0 Document: Response to RFP 17-112 Dale: 11i21l2017 Section Scope or Services & Schedule Pae Number 19 of 31 25E-31 jAi.ENTERPRISE AUTOMATION Enterprise Automation 210 Goddard Irvine CA 92618 USA Tel 949.76"000 Fax 949-769-6005 w ,eainteoratoccom 7.6.1 Programming specifications As referenced in the RFP, but not defined as a deliverable, it will be necessary for EA to deliver programming specifications to the PLC programmer. The programming specifications provide procedures detailing the use of the City's Modicon PLC and Magelis standards, and a framework for the internal structure of the PLC code. This task, although considered by EA as additional scope, will take minimal effort as we will'leverage and update the programming standards which have been developed for the WalnutPumpStation project. This document will act as a set of additional mechanisms to provide and institute further oversight of the City's contracted .PLC programmers. [$'hie proposed scope isinoludedin Fee P!rvpam l 7.6.2 Training for PLC programmer In the event that the PLC programmer has not used the City's programming specifications before, it will be necessary for EA to provide the PLC programmer with training on the purpose, interpretation, and use of the standards. EA believes this to be an essential task to reduce the cost of later oversieht and to reduce the risk of schedule overruns.Mile edditionaleBortisnotiacludedinFee Phtpong 7.6.3 Development, testing, and commissioning oversight The RFP requests that EA acts as the City's agent during testing and commissioning of each site. As per the RFP, EA has provided an allowance of 20 hours for the testing and commissioning support for each site. There is significant risk in assuming tbatthe PLC programmer will: 1. Utilize the Modicon PLC and Magelis standards as required 2. Accurately implement the functionality specified in the functional specification 3. Understand the test methodology they are expected to follow 4. Thoroughly execute the provided testing procedures and document the results 5. Arrive on site fully prepared for site commissioning This may appear to be particularly cynical, however it is an experience that EA encounters all too often, and the cost and toll it takes on our clients is inexcusable. Indeed, earlier this year EA, was engaged by a local municipality for high level design services, and our scope was quickly increased to provide extensive oversight of two separate integrators failing to perform on two separate projects. Client: City of Santa Ana Revision: 1.0.0 Document: Response to RFP 17-112 Date: 11/21/2017 Section: Scope of Servicas & Schedule Page Number 20 of 31 25E-32 ,dkENTERPRISE AUTOMATION Enterprise Automation 210 Goddard Irvine CA 92618 USA Tel 949-769-6000 Fax 949-7696005 w .eainteamtoccom EA's oversight of the entire development, testing and commissioning process is essential to ensure that commissioning of the plant controls is as short as possible and that the City is provided with the functionality they have requested. In ENS opinion, the allowance of 20 hours is insufficient to protect the City. Depending on the capability and diligence of the PLC.programmer 40 to 120 hours is more realistic. [Me aMdonale86rtie&o—tincluded inFee P"pamg Key Deliverables Client requested: a) Panel FAT documentation and signroff b) Control system FAT documentation and sign -off c) Commissioning/SAT documentation and sign -off AdMilnualeoope (value add? a) Programming specifications (included in the fee proposal) 7.7 Source control The RFP requires the selected integrator to implement, manage, and,maintain a source control system for the City. EA has already implemented a VisualSVN source control system for existing City projects. As part of the scope of this project, EA will collect:programs from the City's PLCs, develop procedures for the system's use and maintenance, and will provide copies of relevant configurations when a check-in/out request is made 7.7.1 PLC program collection As requested in the RFP, a.budget has been included to collect configurations from the City's 45 PLCs. This budget has been allocated under the assumption that programs are accessible (not password locked or passwords are on hand), and that we have support from the City whilst collecting to programs. EA has also assumed that the 45 PLCs are located at approximately 30 sites, and has provided an allowance of 80 hours to collect all programs. EA will organize and check-in the collected configurations to the existing source control system. Other configurations such as: 1. Dynac 2. Switches 3. Firewalls Client City of Santa Ana Revision: 1.0.0 Document Response to RFP 17-112 Date: 1 112 112 01 7 Section: Scope of Services & Schedule Page Number 21 of 01 25E-33 -.JLENTERPRISE 1 -AUTOMATION 4. Radios 5. Protocol converters 6: Communication devices 7. OITs 8. VFDs 9. Soft starters 10. Stand-alone pump controls 11. Programmable instruments 12. Programmable valves Enterprise Automation 210 Goddard Irvine CA 92618 USA Tel 94&769-6000 Fax 949-769-6005 vrmv.eainteoratocwm will also need to be collected and,logged into source control. EA however, does not have sufficient knowledge of the various sites to estimate this work. [This additional effortieaothaludedin the Fee Proposal) 7.7.2 Source control workshop EA will host a half-day source control workshop at their office to. discuss the City's existing source control system and define rules and processes. Topics will include how EA currently administers source control, discuss the City's preferences for use and organization, how to control check-in/outs, and how and when to provide backups of the Source Control repository to the City. Note: this will likely take place on the same day as the Change Control workshop. [This additional scope is included in the Fee Proposed 7.7.3 Source control specification EA will take the notes collected at the source control workshop and EA's knowledge of industry best practices to develop a Source Control Specification. This document will define, at minimum, the following: 1. What the file structure is within the Source Control repository 2. Who is authorized to check-in/out a program 3. Who is responsible for writing notes related to check-in/out requests 4. How EA will provide repository backups to the City 5- How frequently EA will provide repository backups to the City The Source Control Specification will be submitted to the City for review and updated by Enterprise Automation based on City comments. Me additional scope is includedin the Fee Proposed Client: City of Santa Ana Revision: 1..0.0 Document: Response. to RFP 17-112 Date:. 11/212017 Section: Scepe of Services & Schetlule Pau= Number 22 of 31 25E-34 ENTERPRISE `-AUTOMATION 7.7.4 Implementation Enterprise Automation 210 Goddard Irvine CA 92618 USA Te1949-769-6000 Fax949-769-6005 w .eaintearator.00m EA will implement the City's source control system as needed to comply with the Source Control Specification. Refer to Volume 11, Appendix E; Example Technical Documentation for a sample of a source control log. 7.7.5 Management and maintenance As defined in the RFP, budget has been included for EA to process up to four check-in and check-out requests per month. One hour has been allocated to process each request. Key Deliverables Client requested: a) Source Control repository populated with the City's 45 PLC programs Additional scope (value addl a) Collection of configurations for non -PLC devices (_not included in Fee Proposal) b) Source Control Workshop (included in Fee Proposal) c) Source Control Specification (included in Fee Proposal) 7.8 Change control The RFP requires the selected integrator to implement, manage, and maintain a robust, change control system for the City. This includes establishing procedures to provide governance and structure over proposed SCADA system and site local control programming changes and associated' integrator activities. The goal is to prevent Ad-hoc SCADA and PLC configuration changes. 7.8.1 Change control workshop EA will host a half-day change control workshop at their office to define several rules and processes constraining the system's use and management. Topics will inolude what the City uses now (if anything) for change control, typical EA change control processes, how we can leverage EA's standard system, who can use the change control system, how requests are handled, and who is responsible for tracking and closing out requests Note: this will likely be the same day as the source control workshop. ft& additional scope ie included is the Fee Pmposalf Client: City of Santa Ana Revision: Document Response to RFP 17-112 Date: 11I21T2017 Section: Scope of Services & Schedule Pa a Number23 of 31 25E-35 ENTERPRISE AUTOMATION 7.8.2 Change Control Specification Enterprise Automation 210 Goddard Irvine CA 92618 USA Tel 949-7696000 Fax 949-769-6005 w v.ealnteeratoccom EA will take the notes collected at the change control workshop and Ed's knowledge of industry best practices to develop a Change Control Specification. The Change Control Specification will be submitted to the City for review and updated by Enterprise Automation based on City comments. [TAie ade f6ionaleoope isIncludedin the Fee Pmpoeail Refer to Volume II, Appendix E: Example Technical Documentation for a sample of a change control procedure. 7.8.3 Management and maintenance As defined in the RFP, budget has been included for EA to process up to four change control requests per month. It is expected that change control requests may originate from the City, the City's contract PLC programmers, of from EA. One hour has been allocated to process each request. 1. This does not include the time to execute the change requests Key Deliverables • Client requested: a) Change control system • Additional scope (value add! a) Change Control Workshop (included.in Fee ProposaD b) Change Control Procedure (included in Fee'ProposaD Client: City of Santa Ana Revision. 1.0.0 Document: Response to RFP 17-112 Date:- 11/2112017 Section: Scope or Services & Schedule Page Number 24 of 31 25E-36 ENTERPRISE Enterprise Automation A 210 Goddard Irvine CA 92618 USA A UTOMATIOn Tel .eaint araoo Fax 9497696005 www.eaintearator. com 8 Other Value Added Related Services Following are a number of related services that EA could provide the City in the immediate or long term future. They have not been embedded in the, main body of the scope of work as they are either slightly tangential to the purpose of the RFP or are significant undertakings. Nevertheless, EA believes that the City could benefit greatly from implementing these ideas (assuming of course that the .City is not already performing some of these activities). These ideas are in no particular order. 8.1 Dynac, network, and telemetry change management The RFP is primarily focused on field assets -such as PLC's and OIT6. However, the water resources system should be treated as a single managed asset that includes Dynac, networking (switches; security appliances, etc.), servers, and telemetry systems. These additional assets should be managed no differently from the field assets which would include: 1. Source. control 2. Change control 3. Specifications 4. Test documentation 5. Internal testing_. 6. FAT 7. SAT 8.2 SCADA cyber security Perform periodic independent reviews of cyber security vulnerabilities and upkeep with industry best practices. 8.3 SCADA maintenance Schedule formal periodic maintenance of the Dynac SCADA system,. including Microsoft security patches, operating system health checks, and verification that server failover continues to produce the expected results. Client: City of Santa Ana Revision: 1,0.0 Document: ResponsetoRFP 17-112 Dater 11121/2017 Sectiom Scope of Services & Schedule _ Page Number 25 of 31 25E-37 ENTERPRISE AUTOMATION 8.4 Obsolescent assessment Enterprise Automation 210 Goddard Irvine CA 92618 USA Tel 949-769-6000 Fax 949-769-6005 m .eaintegmtocwm. Commission a system wide survey to identify obsolete SCADA and automation equipment, and the development of a plan, schedule, and budget to return the system to a non -obsolescent state. 8.5 As -built network drawings Create of comprehensive set of as -built network configuration drawings. It is currently understood by EA that an IP address list exists in lieu of a full set of network drawings. Assets to be included on the network drawings should include: 1. Dynac servers 2. Switches S. Security appliances 4. Radio communications 5. Sites 6. Site networks 8.6 As -built site documentation As -built documentation for the entire water system should be collected (scanned if necessary) and stored in a central location. This should also include taking detailed photographs of all 'I ' ocations. This information has enormous value when it comes to troubleshooting anmaking changes to the facilities. 1. All documentation collected should be verified to ensure that they are as - built 2. Missing documentation such.as P&IDs, panel drawings, electrical drawings, etc., should be identified 3. Documents found to be out of date should be updated to reflect existing conditions. 4. Missing documentation, particularly P&IDs, panel drawings and electrical drawings, should be re-created. e.g. P&IDs could be developed with relative ease following a site inspection. EA owns AutoCAD plant 3D (which contains, numerous MID symbol libraries) in addition to in-house experience with developing P&IDs. Client: City of Santa Ana Revision: 1.0.0 Document: Response to RFP 17-112 Date: 11/2112017 Section: Scope of Services & Schedule Pae Number 26 of 31 25E-38 ENTERPRISE AUTOMATION 8.7 Electronic OW system Enterprise Automation 210 Goddard Irvine CA 92618 USA Tel 949-7696000 Fax 949-769-6005 w .eainteorator.com Develop an electronic O&M system covering the central SCADA locations and the remote sites. The O&M Information could be made available to City staff via a web portal, and perhaps via wireless tablets for staff operating in the field. The electronic O&M system could include: 1. Network drawings 2. As -built panel drawings 3. As -built functional specifications 4. As -built P&IDs 5. As -built electrical drawings 6. Detailed photographs 7. Manufacturer equipment manuals 8. Operator training manuals 9. Maintenance training manuals 10. Maintenance procedures 11. Troubleshooting guides 8.8 Dynac data specification Create'a detailed SCADA data format specification that defines how information is mapped between SCADA and the PLCs. This could result in significant time savings for SCADA configuration. 8.9 Automated PLC code change management Consideration should be given to the future implementation of MDT's AutoSave, Automation Change Management software (httpsJ/www.mdt-software.com�. This software is able to detect unauthorized changes made to the PLCs. The software supports numerous PLC brands and programming packages, including Modicon Unity and Concept: 8.10 Dynac test platform Although this may not be possible due to Dynac licensing restrictions, it would be a best practice to implement a virtualized Dynac development system, so that configuration changes and testing can be performed safely on an off-line system before being deployed to the live production system. Client. City of Santa Ana Revision: 1.0.0 Document: Response to RFP 17-112 Date: 11/21/2017 Section: Scope of Services & Schedule Pae Number 27 of 31 25E-39 ENTERPRISE AUTOMATION 9 Assumptions & Clarifications Enterprise Automation 210 Goddard Irvine CA 92618 USA Tel 949-769-6000 Fax 949-769.6005 w .eainteorator.com The following assumptions and clarifications were used in preparing this proposal: 1. All submittals will be transmitted in electronic format (no hard copies will be provided) 2. Written approval (email or letter) from the City is required for all submittals within 10 business days of release by EA. 3. Delays due to mechanical, electrical, or IT related issues, production scheduling constraints, or lack of system availability out of EA's control, which result in additional site time, will be charged at ENS standard hourly rates.. Client: Cily of Santa Ana Revision: 1.0.0 Document: Response to RFP 17-112 Date: 11/21/2017 Sectiant Sco a of Services &Schedule Pae Number 28 0(31 25E-40 ENTERPRISE AUTOMATION 10 Schedule Enterprise Automation 210 Goddard Irvine CA 92618 USA T61949-769-6000 Fax 949-769-600$ www.eainteorator=E! The Gantt chart on the following pages represents an estimated schedule for executing only the deliverables included in this scope of work and associated Fee Proposal. Note: • An estimated NTP date of 1/2/2018 has been assumed • Source Control and Change Control design and implementation will begin immediately. Following completion of implementation, a maintenance task for each system (check-in/out requests and change control requests) carries on through the end of the three year contract. • The schedule considers the four Pressure Reducing Valve Stations as one "Site" and tasks for all four sites will be executed simultaneously • The schedule for each site assumes a six month construction phase. a) Gaps have been added between Functional Specification Development and Testing Documentation Development, and Testing Documentation Development and Testing & On-site Support to allow for City Contractor and Programmer activities: • These gap's are estimates only. We assume they will be extended or contracted depending on contractor/programmer management effort, ability to correctly use EA supplied design documentation, overall organization, and other conditions outside of EA's control. Client: City of Sante Ana Revision: 1..0.0 Document Response to RFP 17-112 Date: 11/21/2017 Section: Scone ofSemices & Schedule Pae Number 29 of 31 25E-41 ISE P4-UffTg-AR'-T'ION 25E-42 7777. 25E-42 I tu ME RM P4TI0R11- Et, KIM - 25E -43 City of Santa Ana Response to RFP 17-112 EA17CSA091 Date: 11121/2017 Version; 1.0.0 Author: AS Reviewed by., SOP EXHIBIT B I Bid Cost Sheet I W Control Panel Drawings per site $ 23,355 2 Functional Specifications per site $ 48,202 3.s. Programming and Testing Specifications per site $ 12,8a6 -documentation development 3.b. Programming and Testing Specifications per site $ 4,824 - Witness (estington-site services 4.a. Source Control total fee $ 24,507 - Initial PLC program collection 4.b. Source Control total fee $ 7,186 - establish database, standards and procedures 4.c. Source Control peryear $ 11,030 - annual budget for processing requests 5.a. Change Control total fee $ 6.860 - establish forms, standards and procedures 5.b. Change Control per year $ 13,020 annual budget for processing requests I Note: the fees indicated on this sheet for Items 1, 2, 3 a., 3 b.. 4 c., and 6 b. were developed using EA's standard rates for 2018, these fees are subject to FA's standard rate escalation In.years 2019 and 2020 FEE PROPOSAL RFP 17-112 0.1.1 Bid Cost Sheet 25E-44 I of 15 T. 1 rG— 46 a 0 a 0 T. 1 rG— 25E-45 a 0 a 0 .......... TOE c i A oc u 25E-45 25E-46 F. j - k /\ / � \§_& ! ; � );§ (t A/k §\\) �i§ 25E-46 F. j - k /\ / � / ! ; � § (t 25E-46 F. j - /\ § (t �i§ \" . - /| /§ " (/§ \ \\\ ; /i a \ { . !§!|e ! # e_ 9 Gg 6 G!INT 9R. , ){�\/ 25E-46 F. j 25E-47 (� /$ §2�§ §c§ //k )kkƒ 25E-47 (� \ . 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(2 !\{R `» ---UgS § \ �\ #0 k\\/k\ eeE _ �/ Lo 2a !333!2 12lom 25E.5§ / / ENTERPRISE 2018 A UTOMATION Engineering Rates I $95/hr Out -of -Town rates apply when overnight lodging is required. Travel time is charged as regular Engineering time. Rate classifications charged by engineers are based on a project role/responsibility basis, not title. Service calls covered by an Enterprise Automation service contract are prioritized whilst all other service requests are dependent on existing schedules and the availability of engineering staff. Service calls not covered by a service contract are charged at double time with a 4 hour minimum. Unless otherwise arranged, overtime rates are: Time and a half outside of normal business hours, or time in excess of 8 hours per day Double time Saturday, Sunday and holidays, or time in excess of 12 hours per day Personal vehicle mileage as per the published IRS mileage rate Travel expenses at cost Payment terms Net 30 days Rates effective 1/1/2018 through 12/31/2018 Hourly rates may be subject to an annual increase not to exceed 2.5% annually during the term of the agreement Nothing leaves Enterprise untested 210 GODDARD, IRVINE, CA 92618 o PHONE: (949) 769-6000 25E-59 WED: WVNN.EAINTEGRATOR.COM Rate Classification Engineering Out -of -Town Project Engineer 1 $185/hr $195/hr Project Engineer 2 $195/hr $205/hr Lead Engineer $205/hr $215/hr N d Project Manager $215/hr $225/hr e Architect $250/hr $275/hr m CAD $125/hr I $95/hr Out -of -Town rates apply when overnight lodging is required. Travel time is charged as regular Engineering time. Rate classifications charged by engineers are based on a project role/responsibility basis, not title. Service calls covered by an Enterprise Automation service contract are prioritized whilst all other service requests are dependent on existing schedules and the availability of engineering staff. Service calls not covered by a service contract are charged at double time with a 4 hour minimum. Unless otherwise arranged, overtime rates are: Time and a half outside of normal business hours, or time in excess of 8 hours per day Double time Saturday, Sunday and holidays, or time in excess of 12 hours per day Personal vehicle mileage as per the published IRS mileage rate Travel expenses at cost Payment terms Net 30 days Rates effective 1/1/2018 through 12/31/2018 Hourly rates may be subject to an annual increase not to exceed 2.5% annually during the term of the agreement Nothing leaves Enterprise untested 210 GODDARD, IRVINE, CA 92618 o PHONE: (949) 769-6000 25E-59 WED: WVNN.EAINTEGRATOR.COM 25E-60 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: FEBRUARY 6, 2018 TITLE: APPROVE AGREEMENT WITH KIMLEY- HORN FOR DESIGN SERVICES FOR WARNER AVENUE IMPROVEMENTS - PHASE 2 (PROJECT NO. 18-6901) (STRATEGIC PLAN NO. 6, 1G) i 0 �- RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO %FILE NUMBER Authorize the City Manager and Clerk of the Council to execute an agreement with Kimley-Horn and Associates, Inc., to provide engineering design services for Warner Avenue Improvements, Phase 2, from Oak Street to Wright Street, for a two-year period beginning February 6, 2018, and expiring on February 5, 2020, with the option for a one-year renewal exercisable by the City Manager and City Attorney, in the total amount not to exceed $940,000, which includes an approximate five percent design contingency in the amount of $45,361, subject to nonsubstantive changes approved by the City Manager and City Attorney. DISCUSSION Warner Avenue is classified as an East-West Major Arterial in the City's General Plan Circulation Element (GPCE) and the County of Orange Master Plan of Arterial Highway (MPAH). Warner Avenue Phase 2 Improvements will widen Warner Avenue between Oak Street and Wright Street from a four -lane roadway to a six -lane arterial to address safety issues and provide adequate vehicular capacity. The project scope of work involves providing professional engineering design services to prepare plans, specifications, and estimates for the street improvements and widening, including but not limited to the installation of parkway, raised median landscape, storm drain, protected bike lanes, soundwalls, street lights, traffic signals, and potential undergrounding overhead utility facilities. On November 29, 2017, the Public Works Agency posted a request for proposals (RFP) on the City website inviting qualified firms to submit proposals for professional engineering design services. A Notice Inviting Proposals was subsequently published in the Orange County Register on December 4, 2017, and December 8, 2017. On December 21, 2017, 10 proposals were received and subsequently evaluated by an evaluation committee comprised of staff from the Public Works Agency for content and responsiveness to the RFP. Each firm was rated according to its firm/team experience, understanding of need, relevant project experience, schedule, 25F-1 Agreement with Kimley Horn for Design Improvements, Phase 2 February 6, 2018 Page 2 Engineering Services - Warner Avenue references, and proposed cost and pricing data. The following is the list of the firms and their respective evaluation scores: Rank Firm Score 1 Kimley-Horn and Associates, Inc. 94.5 2 Kreuzer Consulting Group 89.5 3 Michael Baker International 87.5 4 HNTB 86.3 5 Anderson Penna 85.0 6 Mark Thomas 84.0 7 Huitt Zollars 81.5 8 Wilson Mikami 58.0 9 RICK Engineering 55.5 10 LITTLE 48.5 Based on the ranking, staff recommends that the top firm, Kimley-Horn and Associates, Inc., be retained to provide design services for the Warner Avenue Improvements, Phase 2, from Oak Street to Wright Street project for a fee in an amount not to exceed $894,639, based on the schedule of rates and fees incorporated into the agreement (Exhibit 1). Staff requests authorization of an approximate five percent design services contingency of $45,361, which results in the total agreement amount not to exceed $940,000. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 - Community Facilities & Infrastructure, Objective #1 (Establish and Maintain a Community Investment Plan for All City Assets), Strategy G (Develop and Implement the City's Capital Improvement Program in Coordination with the Community Investment and Deferred Maintenance Plans). ENVIRONMENTAL IMPACTS There is no environmental impact associated with this action. FISCAL IMPACT The total cost of the agreement is not to exceed $940,000. Funds in the amount of $705,000 are budgeted in the Measure M2 Competitive Street Fund (Account No. 03217663-66220), $83,075 25F-2 Agreement with Kimley Horn for Design Improvements, Phase 2 February 6, 2018 Page 2 Engineering Services - Warner Avenue in the Transportation System Improvement Area E Fund (Account No. 03417660-66220), and $151,925 in the Transportation System Improvement Area F Fund (Account No. 03517660- 66220) for expenditure per estimated spending plan below. Any unspent and encumbered balance will be carried forward into subsequent fiscal years as needed to fulfill the agreement. Contract Period Fiscal Year Amount FY 2017/18 (February— June) $188,000 FY 2018/19 (July — June) $564,000 FY 2019/20 (July — February) $188,000 Drz F. Fred Mousavipour Executive Director Public Works Agency FM/EWG/KN TOTAL: $940,000 APPROVED AS TO FUNDS & ACCOUNTS: An�mc'�ra7 Francisco Gutierrez Executive Director Finance & Management Services Agency Exhibit: 1. Agreement for Warner Phase 2 Professional Design Services 25F-3 25F-4 AGREEMENT TO PROVIDE DESIGN SERVICES FOR WARNER AVENUE PHASE 2 IMPROVEMENTS (OAK STREET TO WRIGHT STREET) THIS AGREEMENT is made and entered into this 6th day of February, 2018 by and between Kimley-Horn and Associates, Inc. ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. On November 29, 2017, the City issued Request for Proposal No. 17-135, by which it sought a consultant to provide engineering design services for Warner Avenue Improvements, Phase 2, from Oak Street to Wright Street. B. Consultant submitted a responsive proposal that was selected by the City. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 17-135. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting firm in the field. NOW THEREFORE, in consideration of the mutual ,and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform the services that were described in the scope of work that was included in RFP No. 17.135 and more specifically delineated in Consultant's proposal, which is attached as Exhibit A and incorporated in full. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services under this Agreement, the rates and charges identified in Exhibit B. The total sum to be expended under the term of this Agreement, including any extension periods, shall not exceed $940,000. This sum includes (1) the base The of $894,639 plus (2) a contingency in the amount of $45,361 for services to be performed at the sole discretion of City. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subj ect to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals acid Scope of Work, which may reasonably be expected by City. PaeIof8 10"t 3. TERM This Agreement shall commence on the date first written above and terminate on February 5, 2020, unless terminated earlier in accordance with Section 16, below. The term of this Agreement may be extended for one I -year period upon a writing executed by the City Manager and City Attorney, 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent Contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant tinder this Agreement ("Documents & Data"). Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subconsultants, if any, to obtain and maintain insurance as described below; a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Page 2 of 8 25F-6 Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the CITY, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary with respect to insurance or self-insurance programs maintained by the CITY; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the California Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect, by consultant, without thirty (30) days prior written notice to the City. (iv) Consultant shall supply City with a fully executed additional insured endorsement. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement, Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 2 P 3of8 8F-7 7. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant or its subconsultants, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant 's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend,. indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. Page 4 of 8 25F-8 10. CONFIDENTIALITY If Consultant receives frorn the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care, "Confidential Information" shall include all nonpublic information Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement, 12. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702.1988 Fax 714-647.6956 Executive Director Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, CA 92702 Fax 714-647-5635 Page 5 of 8 25F-9 To Consultant: Kimley-Horn and Associates, Inc. 765 The City Drive, Suite 200 Orange, CA 92868 Attn: Darren Adrian, P.E. A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant, The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreetnents, orallyor otherwise, havebeenmadeby any party, or anyone acting on behalf of any party, which are not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 15. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. Page 6 of 8 25F-10 16. TERMINATION This Agreement maybe terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 17. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, relation, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 18. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, 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 fiu-ther agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement, 19. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall because for termination of this Agreement. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of Ne7of8 2 F-11 this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By M. Funk Assistant City Attorney RECOMMENDED FOR APPROVAL FRED MOUSAVIPOUR Executive Director, Public Works Agency CITY OF SANTA ANA RAUL GODINEZ II City Manager CONSULTANT Name: Title: Page 8 of 8 25F-12 Kimley> Horn EXHIBIT A Warner Avenue Street Improvements 1/10/2018 Scope of Services The tasks below are intended to supplement and clarify the scope items in the RFP, to demonstrate phases of our services, tasks, and deliverables to be completed. Additional items that may be required to complete the scope of services are described at the end of this section under the heading Optional Items. Design plans and reports indicated will follow the City's standard format, unless indicated otherwise. A drawing list indicating anticipated sheet count is included with our fee in the separate sealed envelope. We understand that the City intends to have two PS&E packages for the Warner Avenue improvements from Oak Street to Grand Avenue and from Grand Avenue to Wright Street. This has been reflected on our sheet count. We have reviewed City's provided surveying data and we don't anticipate a need for additional surveying at this time. However, we may require a field surveying at the completion of Right -of - Way acquisition and building demolition to match proposed improvements to lines and grades.. We assume a 22 -month schedule for design beginning January 2018 with design services completed by October 2019. Our proposed schedule is provided at the end of this section. Task 1: Project Management and Coordination Kimley-Horn team members will attend an initial kick-off meeting to confirm project elements, objectives, scope, and schedule; and attend monthly PDT coordination meetings with the City. We will document significant items of discussion and decisions made during these meetings and forward to the City's Project Manager. This encompasses review and comments in response to the City's staff ideas. We will conduct meetings and conference calls and provide pertinent meeting minutes with action items and will prepare monthly progress reports, as part of the invoice package. This will also entail phone and email communications. We anticipate the following meetings: • One Kickoff Meeting • PDT Focus Meetings As part of this task, a Gantt Chart format Target Schedule will be provided showing primary tasks and review periods/processing, as agreed with the City. Kimley-Horn will maintain a Progress Schedule showing actual progress versus target and provide to the City on a monthly basis. Deliverables: Meeting agendas, meeting minutes, action items, progress reports, invoicing, draft target schedu/e, monthly updated schedule Task 2: Record Research and Utility Coordination Kimley-Horn will obtain readily available record drawings and data pertinent to the scope of services, such as GIS mapping, as -built plans, and utility atlases. We will initiate the utility notification process early in the design stages and identify potential conflicts. We will maintain a utility agency tracking list to indicate the status of communication and add a contact list for substructure and utility owner -operators that will also carry over to the specifications. We will assist the City with utility notification letters consisting of the following: 1. Utility Information Request 2. Prepare to Relocate Notice/Final Utility Notice Form 3. Notice to Relocate These letters will notify the utility agency of the Project, describe anticipated impacts and identify action required. We will provide follow-up calls to non-responsive agencies and generate a utility disposition matrix to serve as documentation and aid in tracking this task. We assume that utility notices will be on the City's letterhead. I I P a g e 25F-13 Kimley>Morn Warner Avenue Street Improvements 1/10/2018 Deliverables: Utility agency tracking List, utility notification letters. Task 3: Geotechnical Study Infiltration Test and Soil Suitability: Our team will conduct a geotechnical field review as follows: • Percolation rate test at eight locations to the depth of 8 feet • Agronomy/soil fertility laboratory testing encompassing major element fertility package, agricultural suitability package, and USDA particle size analysis • One hollow stem auger boring to the depth of approximately 50 feet bgs and two CPT to a maximum depth of 50 feet bgs or refusal • Obtain bulk, soil samples at selected depths We will compile data and geotechnical analysis of the field and laboratory tests consisting of analyses to evaluate and provide recommendations pertaining to the following: • Percolation rate characteristics of the soils • Grain Size Distribution and Atterberg Limits/Plasticity Index Moisture content • Suitability of the on-site soils for landscape improvements We will prepare a report presenting the results of field exploration, geotechnical laboratory testing, engineering analyses, as well as conclusions and recommendations relative to the project. Soil'management'report will'addfdbt the`recommendations for arhendments'for optimum soil for plantings. Pavement Evaluation: We will provide the following services: • Subsurface exploration consisting of the excavation, sampling, and logging of six hand excavated cores to depths of approximately five feet, or refusal within the project limits. The purpose of the pavement borings will be to observe the existing structural pavement sections and collect soil samples for geotechnical laboratory testing. Our team will compile data and geotechnical analysis of the field and laboratory tests with analyses to evaluate and provide recommendations pertaining to the following: • Evaluate the R -value and in-place moisture content of subsurface soils. • Evaluate Expansion Index and Corrosion potential of subsurface soils, • Excavation and compaction requirements, including suitability of the on-site soils for subgrade material for the proposed improvements, • Analysis and design of new pavement construction and pavement rehabilitation alternatives. The analysis will be performed in general accordance with the Caltrans Highway Design Manual design method. • Provide recommendation for sidewalk improvement. We assume that the 10- and 20 -year design traffic indices (TI) for the subject streets will be provided to us by the City for our analyses. We assume traffic control for pavement borings and percolation tests will be based on Work Area Traffic Control Handbook (WATCH) manual. 21 Page 25F-14 Kimley>Morn Warner Avenue Street Improvements 1/30/2018 Preparation of traffic control plans; hot -mix asphalt patching and Full -Depth Reclamation Recommendations are excluded for this task. Deliverables: Draft Pavement and Soil Material Report, Final Pavement Report and Soil Material Report. Task 4: Hydraulic/Hydrology Analysis Our team will prepare a Drainage Report to address hydrology and hydraulics for the site per Orange County Hydrology Manual and Orange County Local Drainage Manual requirements and will provide design recommendations. Modification of existing catch basins and connections to the storm drain main line are anticipated as part of the project. Modifications are intended to maintain existing drainage patterns and flows. Calculations will consist of comparing the pre - and post -project conditions at the site. Evaluation and recommendations are limited to the impacted portion of the storm drain within the project site, Catch basins will be incorporated into design, where necessary, i.e. to limit flooded width, and at low points. Evaluation of the downstream or upstream existing storm drain system is not anticipated for this task. We will address one round of consolidated City comments before preparing the final deliverable. Deliverables: Draft hydrology and hydraulic analysis and drainage report, final hydrology and hydraulic analysis and drainage report. Task 5: Water Quality Kimley-Horn will develop a Water Quality Management Plan (WQMP) for the project in compliance with, and meeting the requirements of Order No. RB-2009-0030/NPDES No. CAS618030, of the Santa Ana Regional Water Quality Control Board (RWQCB). The WQMP will incorporate Low Impact Development (LID) Best Management Practices (BMP) to the Maximum Extent Practical (MEP). For example, the use of bioretention facilities within landscaped parkway areas will be in accordance with the United States Environmental Protection Agency (USEPA) Green Street standards. If traditional LID BMPs cannot be incorporated, appropriate proprietary BMPs will be selected to improve water quality. If proprietary items are needed, these will be indicated in compliance with the City's adopted public contracting code. We will address one round of consolidated City comments before preparing the final deliverable. Deliverables: Draft WQMP, final WQMP. Task 6: Precise Alignment and Geometry Design The project team will refine the preferred alignment provided by the City part of the RFP. We will identify geometry constraints for roadway widening, turn pockets, bike lanes, sidewalks, and other street features, to confirm their compatibility with the existing conditions and proposed widening. Establishing geometry design for the mid -street and bike lane median will also be part of this work. We will incorporate traffic lanes configuration at intersections and changes of street cross sections throughout the corridor considering new alignment. One review session with the City staff of precise alignment will be part of this task. Design revisions will be reflected in 30% plans. The goal of this task is to minimize changes through plan production phase by getting stakeholders concurrence on proposed improvements. We will use the City's provided field surveys for base mapping. Precise Alignment plans will be prepared at a scale of 1" = 40' horizontal. 31 Page 25F-15 Kimley>Morn Warner Avenue Street Improvements 1/10/2018 Deliverables: Precise alignment and geometry design plans Task 7: Removal Plans We will provide demolition plans to identify removals of known facilitiestimprovements within the limits of work. This entails showing removal of primary features such as pavement, curb/gutter. concrete ditch, sidewalk, fencing, signs, guard rail, and large trees. Removal plans will be prepared at a scale of 1" = 20' horizontal. Deliverables: 30%, 60%, 95°%, and 100% Plans, electronic files in Microstation V81 and PDF (final plans will be sealed and signed), and responses to previous review comments from the city Task 8: Street Improvement Plans Kimley-Horn will develop a street improvement plan for the construction of roadway improvements consisting of new medians, bike lanes, sidewalks, curb ramps, and roadway pavement improvements for the project limits, per City's RFP. Basis for these plans will be the approved precise alignment and geometry design as part of Task 6. The plans will show horizontal and vertical design information. Roadway plans will be prepared at a scale of 1" = 20' horizontal and 1" = 2' vertical for profiles. We will use the City's provided field surveys for base mapping. Vertical design information for construction of new medians, and curbs will be indicated on the plans with profiles. Details and typical sections will be added as indicated in the drawing list provided with our fee. Necessary adjustments to surface utility features will be identified and addressed with call outs and construction notes. We will prepare details for items that deviate from published standards. Plan preparation will be coordinated with the City, other agencies such as Orange County Fire Authority, Community Development Agency, Orange County Transportation Authority (OCTA), and utility Companies. Modifications to existing water and sewer mains are not anticipated for this project. Deliverables: 30%, 60%, 95%, and 100% Plans, electronic files in Microstation V81 and PDF (final plans will be sealed and signed), and responses to previous review comments from the city Task 9: Offsite Improvement Plans Our team will provide offsite improvement plans to address necessary improvements within private property such as sign relocations (10 feet high or shorter), parking lot adjustment(s), lighting relocations, and landscape and irrigation modifications. Offsite improvement plans will address modifications to the frontage of the properties resulting of roadway widening. Major parking lot reconfiguration, drainage improvements, building and structural modifications, architectural design, and offsite utility modification are excluded from this scope of services. Offsite improvements plans will be prepared at a scale of 1" = 20' horizontal. We assume modifications for offsite improvements will match existing features. Deliverables: 30%, 60%, 95%, and 100% Plans, electronic files in Microstation VIII and PDF (final plans will be sealed and sighed), and responses to previous review comments from the City Task 10: At -Grade Railroad Crossing Plans Our team will prepare railroad at -grade crossing plans at a scale of 1 "=20' for the improvements required due to the widening and realignment of Warner Avenue. Improvements will consist of 41 Page 25F-16 Kimley»)Horn Warner Avenue Street Improvements 1/10/2018 installing new crossing panels, active cantilever warning signals, and updates to signage and striping in the crossing area. In addition, existing vehicular gates will be replaced to accommodate the widening. The improvements will comply with Federal Railroad Administration (FRA), California Public Utility Commission (CPUC), and California Manual on Uniform Traffic Control Devices (MUTCD) standards. Our team will coordinate with the City, Union Pacific Railroad (UPRR), and CPUC at each stage of the project based on following assumptions. In addition, our team will prepare the draft and final CPUC General Order 88-B and exhibits. Assumptions: • Site Diagnostic Meeting will be held at 5% submittal per CPUC requirements. • Final Diagnostic Meeting will be held after 95% submittal per CPUC requirements. • One round of comments per submittal to CPUC. UPRR and the City. • Design for railroad signal, preemption, and communication will be part of this task. • Railroad signal, preemption, and communication improvements work will be done by UPRR. • Updates to FRA At -Grade Crossing Inventory information are not included in this scope of work. • Pedestrian/bicycle gate assembly is not included in this scope. • Pre -signal and interconnect are not Included in this scope of work. • Third party reviews (CPUC and UPRR) are outside the control of the design team and can require 4-6 weeks or more. Deliverables: 30%, 60%, 95%, and 100% Plans, electronic files in Microstation V81 and PDF (final plans will be sealed and signed), and responses to previous review comments from the City, CPUC and UPRR, Final GO -888 and Exhibits for signature. Task 11: Signing and Striping Plans We will prepare striping and signing plans at a scale of V = 40' for the proposed improvements within the limits of the project. Striping and signing plans will comply with the City's standards, Caltrans, and the California MUTCD. Flashing beacon installation and parking meter details, if required, will be shown on the striping and signing plans. Deliverables: 30%, 60%, 95%, and 100% Plans, electronic files in Microstation V81 and PDF (final plans will be seated and signed), and responses to previous review comments from the City Task 12: Landscape and Irrigation Plans The Kimley-Horn team will prepare landscape and irrigation plans for the proposed medians, parkways, and open spaces within the project limits. These plans will be consistent with the City's Standards and General Plan; the City's Scenic Corridor Elements; the City's Urban Design Elements; and California's Water Efficient Landscape Ordinance. The plans will consider City maintenance when developing the design. Landscape and irrigation plans will be prepared at a scale of 1" = 20' horizontal. Deliverables: 60%, 95%, and 100% Plans, electronic files in Microstation V81 and PDF (final plans will be sealed and signed), and responses to previous review comments from the City Task 13: Storm Drain Plans We will prepare storm drain plans showing proposed catch basins and lateral connections to the existing main lines. Catch basin sizing, inlet dimensions, and laterals pipe sizes will be 51 Page 25F-17 Kimley>>)Horn Warner Avenue Street Improvements 1/10/2018 determined as part of Task 4. Potential conflicts with existing utilities will be shown on profiles with approximate location of utilities, per the utility agencies readily available record drawings. Storm drain plans will be prepared at a scale of 1" = 20' horizontal and 1" = 2' vertical for profiles. Deliverables: 60%, 95%, and 100% Plans, electronic files in Microstation V61 and PDF, and responses to previous review comments from the City Task 14: Street Light and Electrical Plans Kimley-Horn will prepare street light plans for Warner Avenue from Wright Street to Oak Street. Plans will incorporate street lighting along both sides of the street. We will conduct voltage drop calculations to determine the wiring sizes. We anticipate we will need to connect to existing service locations along the corridor. New service point locations may be necessary. Coordination with Southern California Edison to determine new and existing service points to be used will be a part of this task. We will provide a photometric analysis to determine required illumination for the corridor. The street light plans will be prepared on 24" x 36" full-size sheets. Decorative street lighting fixtures are excluded from this scope of services. Deliverables 60%, 95%, and 100% Plans, electronic files in Microstation V61 and PDF (final Plans will be sealed and signed), responses to previous review comments from the City Task 15: Traffic Signal and Signal Interconnect Plans We will prepare traffic signal and signal interconnect plans to incorporate the improvements and street widening along Warner Avenue. Traffic signal plans will include intersections of: Wright Street, Grand Avenue, Standard Avenue, Hailaday Street and at the Orange County Fire Station. Installation closed-circuit television (CCTV), video detection, conduits, and cables or modification of existing communication systems is anticipated within the project limits and will be shown on the traffic signal plans. The traffic signal interconnect plans will modify/install signal interconnect, single -mode fiber optics (SMFO), conduits, and cables for the existing communication system within the project limits. Plans will show the connection to each signalized intersection within the project limits. Pull box details and modification of conduit sweeps for the signal interconnect are included as part of this task. The traffic signal modification plan will be prepared in accordance with current City and Caltrans standards and will be prepared at a scale of 1" = 20' on a 24" x 36", full-size sheet. The traffic signal interconnect plan will be at a scale of 1" = 40' on a 24" x 36", full-size sheets. Fiber assignment diagrams are not in this scope of work. Deliverables: 60%, 95%, and 100% Plans, electronic files in Microstation V81 and PDF (final plans will be sealed and signed), and responses to previous review comments from the City Task 16: Specifications Kimley-Horn will prepare technical specifications based upon the boiler plate supplied by the City. Bid items will be described as reasonably required in the General Provisions and will be included in the Contractor's bid list. References for the technical provisions to the City's Standards and Standard Specifications for Public Works Construction (Greenbook), Caltrans, or other appropriate specifications will be shown. 61 Page 25F-18 Kimley>Morn Warner Avenue Street Improvements 1/10/2018 Deliverables: 60%, 95%, and 900% Specifications, electronic files in PDF and word format (final specifications will be sealed and signed), and responses to previous review comments from the city Task 17: Opinion of Probable Construction Cost Kimley-Horn will prepare an Opinion of Probable Construction Costs (Estimate) based on quantities, for comparison to project budget and assistance during the Contractor's bidding process. Unit prices will be derived from readily available current bid information based on similar projects within the area. Backup will be generated for lump sum items. Contingencies will be shown, as agreed upon with City staff. Deliverabtes: 30%, 60%, 95%, and 900% Estimates, electronic files in PDF Task 18: Bid Phase Kimley-Horn will provide services during the bid phase by responding in writing to requests for information (RFI)Iclarifications. Design changes, such as those for the contractor's preference, are not Included in this scope. Changes in the overall design concept are not accounted for in this scope. This scope of work is based on hours provided on our fee schedule. Additional construction support can be provided as needed on hourly rate basis. Deliverables: Responses to three RFIs Task 19: Storm Drain Design Our team will provide a final design level hydraulic analysis to identify hydraulic grade line for proposed storm drain main lines within the project area. Hydraulic grade line in downstream will be provided by the City. Storm drain pipe sizing and discharges for the design of new storm drain line will be obtained from City's storm drain master plan. Pipe sizing will be confirmed through hydraulic analysis. We will look at options for designing a parallel storm drain main to existing to be consistent with phase one design. Hydraulics analysis will be per Orange County Local Drainage Manual requirements. Hydraulic analysis results will be used to prepare storm drain plans for storm drain main line improvements on Warner Avenue between Oak Street and Wright Street. Storm drain plans will be prepared at a scale of V = 20' horizontal and V = 2' vertical for profiles. Deliverables: 60%, 95%, and 900% Plans, electronic files in Microstation V81 and PDF, and responses to previous review comments from the City Task 20: Sound Wall Design We will design and prepare sound wall plans for the project. Based on the proposed alignment provided by the City in the RFP, we assume sound walls will be required adjacent to the residential areas on north side of Warner Avenue. The sound wall plans entail plan and elevation view of the wall with associated typical section and structural details needed for wall construction. We assume Caltrans or City's standard plans can be used for design of proposed sound walls. Due to potential liquefaction and existing differential settlements onsite, we have assumed geotechnical investigation will be needed to determine if Caltrans or City's standard plans can be used. Sound walls are assumed to be block walls based on Caltrans and City's standard plans. Architectural design and features are excluded for this task. Structural analysis are excluded from this scope of services. 7 1 P a g e 25F-19 Kimley»)Horn Warner Avenue Street Improvements 1/10/2018 Liquefaction Evaluation and Foundation Design: Our team will conduct a geotechnical field review as follows: • One hollow stem auger boring to the depth of approximately 50 feet bgs and two CPT to a maximum depth of 50 feet bgs or refusal • Obtain bulk, Standard Penetration Test (SPT) and Modified California soil samples at selected depths We will compile data and geotechnical analysis of the field and laboratory tests consisting of analyses to evaluate and provide recommendations pertaining to the following: • Grain size distribution and Atterberg Limits/Plasticity Index • Moisture content and dry density • Direct shear and Unconfined compression tests • Consolidation and Swell/Collapse Potential • Liquefaction and settlement analysis based SPT and CPT data • Foundation design criteria for new soundwalls (this is to confirm Caltrans standard plans can be used for the sound wall design) We will prepare a report presenting the results of field exploration, geotechnical laboratory testing, engineering analyses including liquefaction analysis and foundation design, as well as conclusions and recommendations relative to the project. Deliverables: Draft Soil Report, Final Soil Report. 60%, 95%, and 100% Plans, electronic files in Microstation V81 and PDF (final plans will be sealed and signed), and responses to previous review comments from the City Task 21: Construction Support Kimley-Horn will assist the City during the construction phase by responding to the Contractor's RFIs regarding design, and providing clarifications. Changes in the overall design concept are not part of this scope. A 12 -month construction duration is assumed. We have included up to 5 RFIs and attending one preconstruction meeting. We will prepare record drawings by updating the approved design drawings based on one set of redline markups provided by the Contractor or City staff. Independent verification is not included in this scope. Significant deviations from the original design documents are not accounted for in this scope. The purpose of the record drawings is to create a deliverable that will represent the built condition for the City's records, as recorded by the Contractor. This scope of work is based on hours provided on our fee schedule. Additional construction support can be provided as needed on hourly rate basis. Deliverables: Record Drawings: One hardcopy and one electronic (PDF format and Microstation V81) Optional Items Task 1: Community Outreach Kimley-Horn will prepare and attend a total of two community outreach meetings and workshops, one at the 60% and one at 95% design levels to demonstrate and discuss project features. This encompasses a board presentation showing the 60% and 90% level design plans and other related information. 81 Page 25F-20 Kimley>Morn Warner Avenue Street Improvements 1/10/2018 Task 2: Potholing Our team will provide vacuum excavation potholes to positively identify utilities where conflicts may exist. This task entails up to 30 potholes with a depth of up to 15 feet. Potholing information will be used to identify potential conflicts with traffic signal footings, new catch basins, wall footings, and water quality devices. Additional potholes, if needed, will be an optional item per each pothole. We assume traffic control for potholing will be based on WATCH manual. Preparation of traffic control plans is excluded for this task. Deliverables: Potholing report Task 3: Utility Undergrounding Utility Agency Coordination: Kimley-Horn will conduct utility agency coordination to accomplish the undergrounding tasks for overhead power and communication lines. This entails providing notification letters, meetings with each utility agency to establish initial contact and project parameters, and subsequently coordinating with each of the four utility companies to complete the design process. We anticipate utility undergrounding coordination for SCE, AT&T, MCI Socal, and LVL 3 Communications agencies. Utility Plan Review and Comments: Kimley-Horn will review and comment on utility design plans provided by the utility companies. Plan review will consider routes; conflicts with other utilities; impacts to existing and proposed improvements; and potential easements. We anticipate up to three rounds of comments per utility agency. Utility easement work is excluded from this task. Composite Utility Plans: Kimley-Horn will produce Composite Utility Plans showing plan view with anticipated locations of each utility to be undergrounded. Plans will be prepared at scale of 1" = 20' and will encompass project limits from Wright Avenue to Oak Street. We will use available project base mapping from our utility coordination task and surveying provided by the City to show existing topography including existing poles and other existing underground utilities according to field surveys and readily available records. We will show anticipated downwire locations, poles to be removed, proposed conduit and structures, as designed by the utility companies. We assume the City and the utility companies will be providing their design CAD file with every submittal to Kimley-Horn for updating of the Composite Utility Plans. Proiect Management: Kimley-Horn will provide project management to accomplish the utility undergrounding task stated above. This entails attending a kick-off meeting and up to three coordination meetings with City staff and utility companies (total of four meetings) and providing necessary meeting minutes and documentation. 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F. 25F-24 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: FEBRUARY 6, 2018 TITLE: DONATION AGREEMENT WITH VARIOUS ORGANIZATIONS TO SUPPORT COMMUNITY EVENTS AND PROGRAMS (STRATEGIC PLAN NO. 5, 4) RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: r_1»a61VJ=W ❑ As Recommended ❑ As Amended ❑ Ordinance on 91 Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER 1. Authorize the City Manager and Clerk of the Council to execute agreements with various organizations in support of their community events and programs, subject to nonsubstantive changes approved by the City Manager and the City Attorney, as follows: a. Crime Survivors Inc. in support of on-going services that provide awareness, prevention, advocacy, and healing for Santa Ana residents that have endured violent crimes or abuse, in a one-time donation amount of $500 (Councilmember Solorio); b. Crime Survivors Inc. in support of on-going services that provide awareness, prevention, advocacy, and healing for Santa Ana residents that have endured violent crimes or abuse, in a one-time donation amount of $500 (Councilmember Villegas). DISCUSSION On August 4, 2015, City Council adopted Resolution 2015-042, establishing a City Special Event Sponsorship Policy and Guidelines for Disbursement of Discretionary Funds. This resolution and policy outlines the eligibility criteria for neighborhood associations and eligible non-profit entities for consideration of City Council sponsorship. In accordance with this policy, each Councilmember is allowed to appropriate up to $10,000 per fiscal year to support eligible organizations, including neighborhood associations and non-profit organizations. Eligible organizations that are not tax exempt under section 501(c)3 of the Internal Revenue Code are eligible for in-kind funding for City Services. 29A-1 Donation Agreement with Organizations to Support Community Events and Programs February 6, 2018 Page 2 The donation agreements listed above are in response to the Donation Requests (Exhibits 1-2) submitted by various community organizations or neighborhood associations to the specific Councilmembers, seeking sponsorship for community events and/or programs. The Councilmembers, respectively, reviewed and agreed to sponsoring the programs or events through the Special Event Sponsorship funds. Upon approval by City Council, the respective donation agreements (Exhibits 3-4) will be executed. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #4 (support neighborhood vitality and livability). FISCAL IMPACT Funds to support the City Council Sponsorship Policy are available in the Fiscal Year 2017-18 General Non -Departmental account (01105015-62300) as appropriate from each of the following Councilmember's appropriated amounts for Fiscal Year 2017-18: Councilmember Solorio $ 500 Councilmember Villegas $ 500 APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance and Management Services Agency EXHIBITS: 1-2. Donation Request Forms 3-4. Donation Agreements 29A-2 City of Santa Ana Donation 'Name: !Patricia Wenskunas ddress: 11301 N Tustin Ave.-.„__....,�1_... IcIty, state, zip: I Santa Ana, CA 92705 mm r..:.,. Email:-'patricla@crimesurvivors.org City Manager's Ofrice — M-31 20 Civic Center plaza P.O. Box 1988 Santa Ane, CA 82702 (714) 647-5200 CEO 245-4798 City services Credit ! I !Date Needed: 12018 amount Requested: Direct Payment Amount! Requested” t Date: 01 500 tEvent®ate: 77!33 Evonk t.oca4lon' m� ..IS linn78 SUIVIVQts plesOufCB CEnt€3r ^ rere4O Address, city state, zip {t 1301 N Tustin Ave. Santa Ana, CA 92705 China Survivors writ use these dimotfunds requested In parnershll Description of the city cleanse Ana Ourprogramshavee broad reach lnduaing: violent gime; including families of murder and sandYms of attempt, Event 1 Purpose: Sohl.m aervlces are avallable to all victims of were, we estimate i larking in resources following a vlolent crime_ Come Survivors will lFuNeq.ile ... r,ss SBnk Am-baeea Cl &N-.%,Je Pmvntl, Rrme Community Benefit vubttlf$ t, ealrg a NbP at( IAB ed9 d lm�qlmtsllemHal9E 1s. v1di'-doWdE lWm is CA !earl ee ppdaM sat -p g mBupp di anepleBe.' }se. rm m av�a este Praaae a�meHBum.Brvm•s meteor ee•eeeroie�e B'vreu Mail: City Manager's Office m Ill 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 lCounciimember: - &0X,0Zi D Time: 12018 vldedwarertees p[avenlion ativocacy and healing services to all residence In hnic backgrounds faiths, as well as direct program support for famdlas of will assault domestic violence Cold abuse, and elder douse. Although Crime iars served by Cnme Survivors are low income These vlotima are pban deeply hese programs, sm oss and traming3 that are not acvered by the state. Email: donationrequest@Santa-ana.org Fax: (714) 847-6954 Donation Request ga j DR - t'e sten=era Y on att r taaa5s;.t+J - I C9#dnsli MaeC!¢sg Date I FEBRUARY 6 2018 Eligibility Met: YES I No YES 1 Approved Amount: $500 City Manager 319"Ature pate i Revised 01)05/2017 EXHIBIT 1 29A-3 29A-4 0 City of Santa Ana Donation Request City Manager's Office - M-31 20 Civic Center Plaza P.O. Box 1988 .Santa Ana, CA 92702 (714) 647.8200 e: Patricia Wenskunasisle: Founder CEO�� ass; _J1 301 N Tustin Ave. . �--._ -. - State, zip: Santa Ana, CA 92705 Fhone: (949) 872-7895 , �_m-mow._�-�--- I: pa @ triciacrimesurvivors...:or9_.Fan x: (775) 245-4798 Y` Name: lCrime Survivors Ji - __nom Tax•Ex¢mpt Status:.ls your—organization anon-pro0t or public ta>f exempt organizatlori as ieflned under Section 601(c)(3) of the Internal Revenue Code? 1Select One: Yes ❑ No If NO, you will only quality for a credit for City -related costs for your request (le, permit fees,i staff time, rental rates for facllrtles orqulpment,etc,).Costs /or City services nary and 7f Fl_Y11_ mm��G2.7��� tpproved, credit may or may not cover full cost of requested City services. ax ID #:. y'7 Bo a ca f )ity Service s Crodit t ------ —�---- --�--- 4mountRequested: �$ {Date N¢eded; - 201 H IMI ayodCouncilmem6er i �/Iiie9aS Direct Payment Amount---�.---.-.--_ or"Coua._.v__ 2equested i I-I@veno Dato. 201$ vent Tim¢: t2o1$ ....._..._..... t nits. ..,.�.........._ .vent Location: - Crime Survivors Rescurce Center address, City, state, zle 1301 N Tustin Ave. Santa Ana, CA 92705 FC,.... .,....,...—,.,._,:.___..__,.,_,,,._. me Survivors well use these direct fundsrequaeted In partnership to 611Pod and provide aememees, prevention advocacy and healing smomm to all residence In )ascription of the city Osamu Ana Ourprograms have a brand reach Including an ages, genders ethnic backgrounds, range, asweli as direct program supportortarnbeaot vioact cure, Including tandem of ummer and survivors of attempted murder, rape sexual assault domestic violence, child abuse, and elder abuse, Although Come aVent/PUPp088 survivors services are ovailable to ell victims of crime via estimate that 75% of lndWlduals aurum! by Cnma Survivors are low income These victims are often deeply IackIng In Mmomiea following a violent stun& Clime SuMVOrs will continue to provide gabs programa, services and ealnings that ere not covered by the slate. P bl Ny III IM B I6A bd/d a Ivir a'We P.W11 Reumt.bles, "Weh p W etthl gMM Me teAmtObr0P Y h bgl I Javrym, ec QMtb ub adveemrul Icame tesetal fm t I p tl 1vhmpltb O We bbbdea 1.1e.c.dl otee emilbe.G dhe, pobll ry will One b gained thah %b CmMGSUNe ry p F dPmgram antl addlib.nal :ommunity Benefit:IP I SppM,M ll gE l6 adF r,J IIny Events for nlret seMgm Calms aunNonwtliId. . ug Wmmunrylocellon In the C4....... M"'. (her eme votmrcan aceese City Manager's Office- M-31 20 Civic Donation Request #: HPfflYCnG2 on cli Melee s Eligibility Met: —_ City Manager Signature: santa•ana,org Fax: (714) 647-6954 council Meeting Dat¢: YES/ NO YES Approved Amount: Date: FEBRUARY 6, 2018 $500�� _ Revised 01/05/2017 29A-6 CITY OF SANTA ANA DONATION AGREEMENT WITH CRIME SURVIVORS INC. 1. PARTIRS AND DATE This Donation Agreement ("Agreement") is entered into on FEBRUARY G, 2018 by and between the City of Santa Ana, a municipal corporation ("City") and CRIME SURVIVORS INC., a California 501(c)(3) NON-PROFIT ORGANIZATION ("Recipient"). City and Recipient are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement. 2. RECITALS 2.1 Community Benefit. The City wishes to provide Recipient with funding to assist Recipient in services which PROVIDE AWARENESS, PREVENTION, ADVOCACY, HEALING FOR SANTA ANA RESIDENTS THAT HAVE ENDURED VIOLENT CRIMES OR ABUSE ("Community Benefit"). The Parties wish to enter into this Agreement to establish the terms and conditions -wider which the City will provide funding. 2.2 Public Purpose. The City, by recommendation of COUNCILMEMBER SOLORIO, believes there is a public pupose in supporting the Community Benefit because it PROVIDES HEALING SERVICES AND MENTAL HEALTH SERVICES TO ALL AGES, GENDERS, ETHNIC BACKGROUNDS AND FAITHS THAT HAVE ENDURED VIOLENT CRIMES, RAPE, SEXUAL ASSAULT, DOMESTIC VIOLENCE, CHILD ABUSE, OR ELDER ABUSE. The foregoing is a general description of the public purpose, and is not necessarily the only public purpose to be gained from the Community Benefit. 3. TERMS AND CONDITIONS 3.1 Use of Funds. The City has chosen to provide Recipient with a one-time payment of FIVE HUNDRED DOLLARS ($500), because the City has determined that there is a public purpose to be served in supporting the Community Benefit. In executing this Agreement and receiving the funds, Recipient agrees to use the funds only for the purpose described and subject to the terms and conditions provided for in this Agreement. Should Recipient fail to use the funds for such purpose or otherwise comply Hilly with the terns of this Agreement, City shall have the right to terminate this Agreement arid demand the return of the funds pursuant to Section 3.2 below. 3.2 Term; Termination of Agreement, This Agreement shall take effect on the date first above written and. remain in effect through Recipient's full expenditure of the funds. The City has the right to terminate this Agreement upon one day's notice, with or without cause. Should the City terminate this Agreement, it shall also have the right to demand the immediate return of all funds provided to Recipient pursuant to this Agreement, as well as interest at the rate of ten percent (10%) per annum. Notwithstanding the foregoing, the indemnification provisions of this Agreement shall survive any expiration or termination of this Agreement. EXHIBIT 3 29A-7 3.3 Waivers. Insurance or Other Obligations. For purposes of the City's protection, if the City determines that the funds will be used for a purpose which may cause a significant risk of injury, the City may, in its sole discretion, require Recipient to provide certain insurance and participant waiver/release protections. This right shall be on-going and may be implemented by the City at any time, and all insurance and waiver/release forms shall be provided on forms, in amounts and with provisions acceptable to City. 3A No Oversight by City. Nothing in this Agreement shall be implied or interpreted as City establishing or providing oversight, control or approval of the Community Benefit or any activities conducted by the Recipient. 3.5 Indemnification. Recipient understands, acknowledges and agrees that Recipient shall assume all risks associated with the Conummity Benefit, including, but not limited to, the possibility of death or serious trauma or injury. To this end, therefore, Recipient shall defend, indemnify and hold City and its officials, officers, employees, agents and volunteers free and harmless from and against any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any and all acts, omissions, willful misconduct or other activities of the Recipient or its officials, officers, employees, agents, guests, participants attendees, and contractors, including the performance of the Community Benefit or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. The only exception to the Recipient's obligations hereunder shall be for claims, demand's, causes of action, costs, expenses, liabilities, losses, damages or injuries caused by the sole negligence, sole willful misconduct or sole active negligence of the City. Recipient shall defend, at Recipient's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against the City, its officials, officers, employees, agents, or volunteers. Recipient shall pay and satisfy any judgment, award or decree that may be rendered against the City or its officials, officers, employees, agents, or volunteers, in any such suit, action or other legal proceeding. Recipient shall reimburse City and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Recipient's obligation to indemnify shall not be restricted or limited by insurance proceeds, if any, received by the City, its officials, officers, employers, agents or volunteers. The indemnification provisions of this Agreement shall survive any expiration or termination of this Agreement. 3.6 Entire Contract/Modification. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. The terns and conditions of this Agreement may be altered, modified or amended only by written agreement signed by both Parties. 3.7 Authority to Enter Agreement. The person executing below on behalf of Recipient represents and warrants that the Recipient has all requisite power and authority to conduct its business and to execute, deliver and perforrn this Agreement. Each Pavy warrants that the individuals who have signed this Agreement have the legal power, right and authority to make this Agreement bind each respective Party. EXHIBIT 3 29A-8 CITY OF SANTA ANA By: Rail Godinez H City Manager. Attest; By: Maria D. Huizar Clerk of the Council Approved as to Form: Sonia R. Carvalho City Attomey By � - y.CC Laura A, Rossini Senior Assistant City Attorney CRIME SURVIVORS INC} a 501(c) 3 NON-PROFIT ORGANIZATION Patricia Wenskunas Founder Chief Executive Officer EXHIBIT 3 29A-9 29A-10 CITY OF SANTA ANA DONATION AGREEMENT WITH CRIME SURVIVORS INC. 1. PARTIES AND DATE This Donation Agreement ("Agreement") is entered into on FEBRUARY G, 2018 by and between the City of Santa Ana, a municipal corporation ("City") and CRIME SURVIVORS INC., a California 501(c)(3) NON-PROFIT ORGANIZATION ("Recipient"). City and Recipient are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement, 2. RECITALS 2.1 Cornrnunity Benefit. The City wishes to provide Recipient with funding to assist Recipient in services which PROVIDE AWARENESS, PREVENTION, ADVOCACY, AND HEALING FOR SANTA ANA RESIDENTS THAT HAVE ENDURED VIOLENT CRIMES OR ABUSE ("Cormnunity Benefit"). The Parties wish to enter into this Agreement to establish the terms and conditions under which the City will provide funding, 2.2 Public Purpose. The City, by recommendation of COUNCILMEMBER VILLEGAS, believes there is a public purpose in supporting the Community Benefit because it PROVIDES HEALING SERVICES AND MENTAL HEALTH SERVICES TO ALL AGES, GENDERS, ETHNIC BACKGROUNDS AND FAITHS THAT HAVE ENDURED VIOLENT CRIMES, RAPE, SEXUAL ASSAULT, DOMESTIC VIOLENCE, CHILD ABUSE, OR ELDER ABUSE. The foregoing is a general description of the public purpose, and is not necessarily the only public purpose to be gained from the Community Benefit, 3. TE ANIS AND CONDITIONS 3.1 Use of Funds. The City has chosen to provide Recipient with a one-time payment of FIVE HUNDRED DOLLARS ($500), because the City has determined that there is a public purpose to be served in supporting the Community Benefit. In executing this Agreement and receiving the funds, Recipient agrees to use the funds only for the purpose described and subject to the terms and conditions provided for in this Agreement. Should Recipient fail to use the funds for such purpose or otherwise comply fully with the teens of this Agreement, City shall have the right to terminate this Agreement and demand the return of the funds pursuant to Section 3.2 below. 3.2 Term• Termination of Agreement. This Agreement shall take effect on the date first above written and remain in effect through Recipient's full expenditure of the funds. The City has the right to terminate this Agreement upon one day's notice, with or without cause. Should the City terminate this Agreement, it shall also have the right to demand the immediate return of all funds provided to Recipient pursuant to this Agreement, as well as interest at the rate of ten percent (10%) per annum. Notwithstanding the foregoing, the indemnification provisions of this Agreement shall survive any expiration or termination of this Agreement. EXHIBIT 4 29A-11 3.3 Waivers, Insurance or Other Obligations, For purposes of the City's protection, if the City determines that the funds will be used for a purpose which may cause a significant risk of injury, the City may, in its sole discretion, require Recipient to provide certain insurance and participant waiver/release protections. This right shall be on-going and may be implemented by the City at any time, and all insurance and waiver/release forms shall be provided on forms, in amounts and with provisions acceptable to City. 3.4 No Oversight by City. Nothing in this Agreement shall be implied or interpreted as City establishing or providing oversight, control or approval of the Community Benefit or any activities conducted by the Recipient. 3.5 Indemnification. Recipient understands, acknowledges and agrees that Recipient shall assiune all risks associated with the Community Benefit, including, but not limited to, the possibility of death or serious trauma or injury. To this end, therefore, Recipient shall defend, indemnify and hold City and its officials, officers, employees, agents and volunteers free and harmless from and against any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any and all acts, omissions, willful misconduct or other activities of the Recipient or its officials, officers, employees, agents, guests, participants attendees, and contractors, including the performance of the Community Benefit or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. The only exception to the Recipient's obligations hereunder shall be for claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries caused by the sole negligence, sole willfiil misconduct or sole active negligence of the City. Recipient shall defend, at Recipient's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against the City, its officials, officers, employees, agents, or volunteers. Recipient shall pay and satisfy any judgment, award or decree that may be rendered against the City or its officials, officers, employees, agents, or volunteers, in any such suit, action or other legal proceeding. Recipient shall reimburse City and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Recipient's obligation to indemnify shall not be restricted or limited by insurance proceeds, if any, received by the City, its officials, officers, employers, agents or volunteers. The indemnification provisions of this Agreement shall survive any expiration or termination of this Agreement. 3.6 Entire Contract/Modification. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. The terms and conditions of this Agreement may be altered, modified or amended only by written agreement signed by both Parties. 3.7 Authorityto Agreement, The person executing below on behalf of Recipient represents and warrants that the Recipient has all requisite power and authority to conduct its business and to execute, deliver and perform this Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right and authority to make this Agreement bind each respective Party, EXHIBIT 4 29A-12 CITY OF SANTA ANA By Raul Codinez II City Manager Attest Maria D. Huizar Clerk of the Council Approved as to Form: Sonia R. Carvalho City Attorney By: &C�k�'tC> t�r'a4 VU4 Laura A. Rossini Senior Assistant City Attorney CRIME SURVIVORS INC, a 50I(c) 3 NON-PROFIT ORGANIZATION By: Patricia Wenskunas Founder Chief Executive Officer EXHIBIT 4 29A-13 29A-14 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: FEBRUARY 6, 2018 TITLE: ADOPT RESOLUTION TERMINATING THE JOINT POWERS AGREEMENT ESTABLISHING THE COUNTYWIDE PUBLIC FINANCING AUTHORITY AND DISSOLVING THE AUTHORITY UPON CONCURRENCE OF ALL MEMBERS (STRATEGIC PLAN NO, 4, 1) CITY MA AGER 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 Adopt a resolution terminating the Countywide Public Financing Authority (Authority) agreement and dissolving the Authority upon concurrence of all its members. DISCUSSION In February 1996, the Orange County Board of Supervisors approved for the implementation and operation of the Orange County 800 MHz Communication System. On June 19, 1996, a Joint Powers Agreement was established among the cities of Brea, Buena Park, Fullerton, Garden Grove, Orange, Seal Beach, Stanton, Tustin and Santa Ana in order to proportionately share the financing of the Orange County wide 800 MHz Communications System. The 800 MHz Communications system was to replace `the then UHF radio system which was obsolete. The system was not encrypted, would not allow for multiple agency communication, and was limited in frequencies. In 1996 Revenue bonds in the approximate amount of $28 million were issued in order to finance the various capital improvements within the boundaries of each of the participating cities. Improvements and the bonds have been fully paid and the authority has no remaining assets, liabilities or outstanding obligations. As such, the Countywide Public Financing is considered inactive. The California State Controllers' Office is now requesting that any inactive Authority be dissolved. Bond Counsel, Quint & Thimmig, has indicated that if each city terminates the agreement and authorizes dissolution of the Countywide Public Financing Authority, that this will suffice the dissolution requirement required by the State Controllers' Office. 55A-1 Reso to Terminate Joint Powers Agreement Countywide Public Financing Authority February 6, 2018 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item assists the City's effort to meet Goal #4, Objective #1 (maintain a stable, efficient and transparent financial environment.). FISCAL IMPACT There is no fiscal impact associated with this action. Francisco Gutierrez Executive Director Finance and Management Services Agency Exhibit: 1. Resolution 55A-2 LS 2.6.18 RESOLUTION NO. 2018- A RESOLUTION OF THE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING THE DISSOLUTION OF THE COUNTYWIDE PUBLIC FINANCING AUTHORITY BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA, AS FOLLOWS: Section 1. The City Council of the City of Santa Ana conclusively finds, determines and declares as follows: A, The Countywide Public Financing Authority (the "Authority") was created by the cities of Brea, Buena Park, Fullerton, Garden Grove, Orange, Santa Ana, Seal Beach, Stanton and Tustin (collectively, the "Members") pursuant to a joint powers agreement dated June 19, 1996 (the 'JPA Agreement"). The Authority was created to provide a vehicle to financing projects beneficial to the Members. B, The Authority has no remaining assets; liabilities or other outstanding obligations, and is not party to any outstanding material contracts. C. The Members desire to dissolve the Authority and terminate the JPA Agreement. NOW, THEREFORE, it is hereby ORDERED and DETERMINED, as follows: Section 2. The City, as a Member, hereby elects to terminate the JPA Agreement and to dissolve the Authority which dissolution shall take effect upon the concurrence of all of the Members. Section 3. The City authorizes Quint & Thimmig LLP, Larkspur, California, to provide all necessary documentation to the State Controller to effectuate such dissolution. Section 4. The City authorizes the City Manager and the Finance Director to do any and all things and execute and deliver any and all documents which they may deem necessary or advisable in order to consummate, carry out, give effect to and comply with the terms and intent of this resolution and the dissolution of the Authority. Any actions heretofore taken by such person in furtherance off any of the actions authorized herein are hereby ratified, confirmed and approved. Section 5. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. 55A-3 LS 2.6.18 ADOPTED this _ day of APPROVED AS TO FORM: Sonia R. Carvalho City Attorney Byre' C Lisa E. Storck Assistant City Attorney AYES: NOES: ABSTAIN: NOT PRESENT;. Councilmembers: Councilmembers`. Councilmembers: Councilmembers: 2018. Miguel A. Pulido Mayor CERTIFICATION OF ATTESTATION AND ORIGINALITY 1, MARIA D. HUIZAR, Clerk of Council, do hereby attest to and certify the attached Resolution No. 2018- to be the original resolution adopted by the City Council of the City of Santa Ana on 2018. Date: Clerk of Council City of Santa Ana 55A-4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: FEBRUARY 6, 2018 TITLE: ADOPT RESOLUTIONS AND AUTHORIZE GRANT APPLICATIONS FOR WATER RECYCLING FUNDING & WATER SMART DROUGHT RESPONSE PROGRAMS (NONGENERAL FUND) (STRATEGIC PLAN NO. 6, 1G) CITY MANAGER RECOMMENDED ACTION Adopt Resolutions agreeing to the terms Resources Control Board Water Recycling WaterSMART Drought Response Program improvement project: a. Recycled Water Master Plan b. Well #32 Rehabilitation CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1a Reading ❑ Ordinance on 2n° Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER of participation in the California State Water Funding Program and Bureau of Reclamation for one planning project and one capital 2. Authorize the Executive Director of Public Works to submit a grant application for the California State Water Resources Control Board's Water Recycling Funding Program for the Recycled Water Master Plan in the amount of $75,000. 3. Authorize the Executive Director of Public Works to submit a grant application for Department of the Interior, Bureau of Reclamation's WaterSMART Drought Response Program for Well #32 Rehabilitation Project in the amount up to $750,000. DISCUSSION The City of Santa Ana receives recycled water from the Orange County Water District (OCWD) recycled water system called the Green Acres Project (GAP). GAP is a water reuse effort that provides recycled water for landscape irrigation at parks, schools, and golf courses; industrial uses, such as carpet dying; toilet flushing; and cooling for power generation. Currently, recycled water use in Santa Ana is limited but includes the irrigation of some City parks, schools, street medians, green belts, and commercial -industrial uses. Only about one percent of the City's total water demand (350 acre-feet) is supplied by recycled water. The recycled water consumed 5513-1 Adopt Resolutions and Authorize Grant Applications for the Water Recycling Funding and the Water Smart Drought Response Programs February 6, 2018 Page 2 directly supplants potable water use, which reduces the demand on the groundwater basin and preserves potable supplies for other uses. The existing recycled water distribution system exists in only a small portion of the City, and is solely owned and operated by OCWD. In order for the availability and use of recycled water to expand in the community, the City would need to build and operate its own recycled water system. There are many environmental and economic benefits of expanding recycled water use throughout the community, including providing a source of lower-cost water, saving local resources, and the ability to irrigate landscapes in times of drought. A Recycled Water Master Plan is utilized by municipalities and water agencies as a systematic means to identify and assess the best and most efficient method of developing a recycled water system that meets the demands and expectations of the community. The proposed Recycled Water Master Plan will include the development of a computerized hydraulic model, identification of recycled water demand in the community, identification of recycled water sources, and establishment of an ordered list of capital improvement projects and costs. As the City's first Recycled Water Master Plan, this document will serve as the basis for future decisions regarding the potential expansion of recycled water in the City and will assist the City in obtaining available grant funding for the identified projects. The California State Water Resources Control Board offers grant funding for this type of plan under their Water Recycling Funding Program. The program allows for a maximum grant award amount of $75,000, but not to exceed of 50% of the total study cost. In October 2017, staff issued a Request for Proposals to solicit proposals from consulting firms to prepare a Recycled Water Master Plan. The estimated cost of preparing the desired plan for the City is approximately $200,000. If a Water Recycling Funding Program grant application is successful, the grant funding would offset a significant portion of the cost of the Plan. The City's potable water comes from an underground basin and is pumped through 21 existing wells. One of the wells is located at Morrison Park (Well #32) and has been inactive for about 10 years. The well was taken off line due to low operating efficiencies and high nitrate levels. Rehabilitating Well #32 in order to put it back in service would improve the City's water system efficiency and would reduce the burden on other water production facilities. The City completed a Well Nitrate Mitigation and Rehabilitation Study in February 2013. The City has contracted with a consulting firm that is currently preparing construction documents (Plans, Specifications & Estimates) for Well #32 rehabilitation. The construction cost for this project is estimated to be $4,600,000. The Department of the Interior offers grants through its Bureau of Reclamation's WaterSMART (Sustain and Manage America's Resources for Tomorrow) Drought Response Program to develop and update comprehensive drought plans and implement projects that build long term 55B-2 Adopt Resolutions and Authorize Grant Applications for the Water Recycling Funding and the Water Smart Drought Response Programs February 6, 2018 Page 3 resiliency to droughts. The program provides up to a maximum of $750,000 in grant funding, but not to exceed 50% of the total project cost. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 - Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy G (develop and implement the City's Capital Improvement Program in coordination with the Community Investment and Deferred Maintenance Plans). ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT There is no fiscal impact associated with this action. Staff will return to Council with a request for approval to accept any award under these applications and programs and will indicate the fiscal impact of any such awards and associated expenditures at that time. F. Fred Mousavipour Executive Director Public Works Agency FM/NS/RR Exhibit: 1. Resolution: Recycled Water Master Plan 2. Resolution: Well #32 Rehabilitation Project 55B-3 55B-4 jmf 1/24/18 RESOLUTION NO. 2018 -XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING CITY PARTICIPATION IN THE CALIFORNIA STATE WATER RESOURCES CONTROL BOARD'S WATER RECYCLING FUNDING PROGRAM FOR THE CITY'S RECYCLED WATER MASTER PLAN BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. The City of Santa Ana is working on developing a Recycled Water Master Plan. B. The California State Water Resources Control Board offers financial assistance in the form of grant funding through its Water Recycling Funding Program for this type of plan. C. The maximum grant amount that the Water Recycling Funding Program may award is $75,000 per application. D. The Water Recycling Funding Program requires that at least half of the total cost of the plan be provided by the requesting agency. E. The City desires to fund part of the cost of the Recycled Water Master Plan with grant funding from the State's Water Recycling Funding Program. Section 2. The City Council of the City of Santa Ana hereby authorizes and directs the Executive Director of Public Works, or his or her designee, to sign and file, for and on behalf of the City of Santa Ana, a Financial Assistance Application for a grant agreement from the California State Water Resources Control Board's Water Recycling Funding Program for the Recycled Water Master Plan in the amount of $75,000. Section 3. The Executive Director of Public Works, or his or her designee, is designated to provide the assurances, certifications, and commitments required for the financial assistance application, including executing a financial assistance agreement with the State Water Resources Control Board and any amendments or changes thereto. Section 4, The Executive Director of Public Works, or his or her designee, is designated to represent the City of Santa Ana in carrying out the City's responsibilities under the grant agreement, including certifying disbursement requests on behalf of the City and compliance with applicable state and federal laws. Resolullon No, 2018 -XXX Page 1 of 2 Exhibit 1 55B-5 imf 1/24/18 Section 5. If a grant award is made by the California State Water Resources Control Board, the City of Santa Ana commits to provide the match for the amount of $75,000 in funding from the City's Water Enterprise Fund for the Recycled Water Master Plan plus any remaining balance. Section 6. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution, ADOPTED this T_ day of Miguel A. Puiido Mayor APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: ohn M. Funk Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY 1, Maria D. Huizar, Clerk of the Council, do hereby certify the attached Resolution No. 2018- to be the original resolution adopted by the City Council of the City of Santa Ana on 2018. Date: Clerk of the Council City of Santa Ana 55B-6 Resolution No. 2018 -XXX. Page 2 of 2 jmf 1/24/18 RESOLUTION NO. 2018 -XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING CITY PARTICIPATION IN THE BUREAU OF RECLAMATION'S WATERSMART DROUGHT RESPONSE PROGRAM FOR THE WELL #32 REHABILITATION PROJECT BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows A. The City of Santa Ana completed a Well Nitrate Mitigation and Rehabilitation Study for Well #32 in February 2013. B. The City currently has a consulting firm preparing construction documents (Plans, Specifications & Estimates) for the Well #32 Rehabilitation Project. C. The United States Department of the Interior offers financial assistance in the form of grant funding through its Bureau of Reclamation's WaterSMART (Sustain and Manage America's Resources for Tomorrow) Drought Response Program for this type of project. D. The maximum grant amount that the Drought Response Program may award is $750,000 per application. E. The Drought Response Program requires that at least half of the total cost of the project be provided by the requesting agency. F. The City desires to fund part of the construction cost of the Well #32 Rehabilitation Project with grant funding from the WaterSMART Drought Response Program. Section 2. The City Council of the City of Santa Ana hereby authorizes and directs the Executive Director of Public Works, or his or her designee, to sign and file, for and on behalf of the City of Santa Ana, a grant application from the Bureau of Reclamation's WaterSMART Drought Response Program for the Well #32 Rehabilitation Project up to the amount of $750,000. Section 3. The Executive Director of Public Works, or his or her designee, is designated to provide the assurances, certifications, and commitments required for the grant application, including executing a financial assistance or similar agreement with the Bureau of Reclamation and any amendments or changes thereto. Resolution No. 2018 -XXX Page 1 of 3 Exhibit 2 55B-7 jmf 1124118 Section 4. The Executive Director of Public Works; or his or her designee, is designated to represent the City of Santa Ana in carrying out the City's responsibilities under the grant agreement, including certifying disbursement requests on behalf of the City and compliance with applicable state and federal laws. Section S. If a grant award is made by the Bureau of Reclamation, the City of Santa Ana commits to providing up to $750,000 in funding from the City's Wastewater Enterprise Fund for the Well #32 Rehabilitation Project plus any remaining balance. Section 6. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this _ day of 2018. APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: ' a-A— ohn M. Funk Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers Miguel A. Pulido Mayor 55B-8 Resolution No. 2018 -XXX Page 2 of 3 jmf 1/24/18 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Maria D. Huizar, Clerk of the Council, do hereby certify the attached Resolution No. 2018- to be the original resolution adopted by the City Council of the City of Santa Ana on 2018. ®ate: Clerk of the Council City of Santa Ana 55B-9 Resolution No. 2018 -XXX Page 3 of 3 55B-10 REQUEST FOR - COUNCIL ACTION CITY COUNCIL MEETING DATE: FEBRUARY 6, 2018 TITLE: ADOPT A RESOLUTION - INCLUDE ALL SANTA ANA PROPERTIES TO BENEFIT FROM ACCESS TO PROPERTY ASSESSED CLEAN ENERGY FINANCING PROGRAMS (STRATEGIC PLAN NOS'. 5 • 3, 5) CITY MA ER /fi RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 16' Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Adopt a resolution consenting to the inclusion of properties within the City's jurisdiction in the California Municipal Finance Authority Open Property Assessed Clean Energy Program to finance renewable energy generation, energy and water efficiency improvements, and electric vehicle charging infrastructure. DISCUSSION The California Municipal Finance Authority (CMFA) financing provides a mechanism by which all eligible property owners, both residential and nonresidential, can install renewable energy systems and energy- and water -efficient improvements and repay the financing through a voluntary annual amount added to their property tax bill. There are no hard costs and no dedicated staff resources required for the City to participate in this program. The California legislature has established Assembly Bill 811 (signed into law on July 21, 2008) which authorizes a legislative body to designate an area within which public entities and property owners may enter into voluntary assessments and/or special tax levies to finance the installation of certain renewable energy sources, energy efficiency, and/or water efficiency improvements that are permanently fixed to real property. The financing for these improvements has come to be known as PACE — Property Assessed Clean Energy. Santa Ana has been a member of the CMFA joint powers authority since 2008. Since then, the CMFA has financed over $100 million of public benefit projects in the City. The CMFA is the only authority that shares 50% of its issuance fees with its JPA members (25% to the City's general fund and 25% to a local charity). Through this "give back" program, the CMFA has donated over $255,000 to Santa Ana based charities and $60,000 to the City's general fund. 55C-1 Resolution — Consenting to the Inclusion of Santa Ana Properties in the California Municipal Finance Authority Open PACE Financing Program February 6, 2018 Page 2 The PACE financing program provides property owners in participating cities and counties with an option to finance approved energy- and water -saving improvements on their property. If a property owner chooses to participate, the installed improvements are financed by the PACE program administrator. The loan is secured by the property itself, with no obligation to the local government or other participating jurisdictions. Property owners who wish to participate in this voluntary program agree to repay the amount borrowed through an additional annual increment collected via their property tax bills. In most cases, when the property is sold, the financed amount transitions to the new owner; however, applicants are advised to consult their mortgage company for confirmation. In September 2013, City Council adopted a resolution allowing Santa Ana residential property owners to participate in the California Home Energy Renovation Opportunity (California HERO) Program, one of several AB 811 PACE financing providers. To facilitate implementation of the program within the Santa Ana jurisdiction, the Council action included approval of a Joint Powers Authority (JPA) membership in the Western Riverside Council of Governments. In January 2015, City Council approved joint powers agreements with the CaliforniaFIRST Program (offered by the California Statewide Communities Development Authority) and the Figtree Program (offered by the California Enterprise Development Authority). Similar to approving the California HERO program, Council action included approval of JPA associate memberships. These agreements have provided Santa Ana residential property owners with additional AB 811 PACE financing options and expanded the opportunity to commercial properties. In August 2015, City Council approved Associate Membership in the California Home Finance Joint Exercise of Powers Authority and Ygrene Energy Fund LLC (Ygrene) which made Ygrene Works PACE financing available to property owners in Santa Ana. Adoption of this resolution will expand the available financing options for all Santa Ana property owners. By offering low cost, competitive financing and fees, these programs will allow construction of eligible projects to proceed and, in the process, stimulate building activity and the overall local economy, reduce peak energy demand, reduce water consumption, increase property values, and generate savings on utility bills for Santa Ana property owners. This action will make the CMFA, California Property Assessed Clean Energy (PACE) financing available to property owners in Santa Ana. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 Community Health, Livability, Engagement & Sustainability, Objective #2 (expand opportunities for conservation and environmental sustainability). Approval of this item also supports the City's efforts to meet Goal 55C-2 Resolution — Consenting to the Inclusion of Santa Ana Properties in the California Municipal Finance Authority Open PACE Financing Program February 6, 2018 Page 3 Economic Development, Objective #5 (leverage private investment that results in tax base expansion and job creation citywide). FISCAL IMPACT There is no fiscal impact associated with the recommended action. There is no cost to the City by authorizing the California Municipal Finance Authority Open PACE programs described. The City will have no administrative responsibilities, no marketing obligations, and no financial obligations associated with makin its program available. r. FredMousavipour Executive Director Public Works Agency FM/MM/CK Exhibit: 1. Resolution — California Municipal Finance Authority Open PACE Program 55C-3 55C-4 Imf 1/22/18 RESOLUTION NO. 2018 -XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA CONSENTING TO THE INCLUSION OF PROPERTIES WITHIN THE TERRITORY OF THE CITY IN THE CALIFORNIA MUNICIPAL FINANCE AUTHORITY OPEN PACE PROGRAMS; AUTHORIZING THE CALIFORNIA MUNICIPAL FINANCE AUTHORITY TO ACCEPT APPLICATIONS FROM PROPERTY OWNERS, CONDUCT CONTRACTUAL ASSESSMENT PROCEEDINGS, AND LEVY CONTRACTUAL ASSESSMENTS WITHIN THE TERRITORY OF THE CITY; AND AUTHORIZING RELATED ACTIONS WHEREAS, the California Municipal Finance Authority ("Authority") is a joint exercise of powers authority, the members of which include numerous cities and counties in the State of California, including the City of Santa Ana ("City); and WHEREAS, the Authority is implementing Property Assessed Clean Energy (PACE) programs, which it has designated CMFA Open PACE, consisting of CMFA Open PACE programs each administered by a separate program administrator (collectively with any successors, assigns, replacements or additions, the 'Programs"), to allow the financing or refinancing of renewable energy, energy efficiency, water efficiency and seismic strengthening improvements, electric vehicle charging infrastructure, and such other improvements, infrastructure or other work as may be authorized by law from time to time (collectively, the 'Improvements") through the levy of contractual assessments pursuant to Division 7, Part 3, Chapter 29 of the California Streets and Highways Code ("Chapter 29") within counties and cities throughout the State of California that consent to the inclusion of properties within their respective territories in the Programs and the issuance of bonds from time to time; and WHEREAS, the program administrators currently active in administering Programs are Energy Efficient Equity, Inc.; BlueFlame PACE Services LLC; OnPACE Energy Solutions, LLC; Petros PACE Administrator, LLC; Structured Finance Associates, LLC; and Twain Community Partners II LLC; and whereas the Authority will notify the City in advance of any additions or changes; and WHEREAS, Chapter 29 provides that assessments may be levied under its provisions only with the free and willing consent of the owner or owners of each lot or parcel on which an assessment is levied at the time the assessment is levied; and WHEREAS, the City desires to allow the owners of property ('Participating Property Owners") within its territory to participate in the Programs and to allow the Authority to conduct assessment proceedings under Chapter 29 within its territory and to issue bonds to finance or refinance Improvements; and Resolution No. 2018 -XXX Page 1 of 4 55C-5 imf 1/22/18 WHEREAS, the territory within which assessments maybe levied for the Programs shall include all of the territory within the City's official boundaries; and WHEREAS, the Authority will conduct all assessment proceedings under Chapter 29 for the Programs and issue any bonds issued in connection with the Programs; and WHEREAS, the City will not be responsible for the conduct of any assessment proceedings; the levy of assessments; any required remedial action in the case of delinquencies in such assessment payments; or the issuance, sale, administration repayment or guarantee of any bonds issued in connection with the Programs. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Santa Ana as follows: Section 1. The City Council hereby finds and declares that the foregoing recitals are true and correct. Section 2. The City Council hereby finds and declares that properties in the territory of the City will benefit from the availability of the Programs within the territory of the City and, pursuant thereto, the conduct of special assessment proceedings by the Authority pursuant to Chapter 29 and the issuance of bonds to finance or refinance Improvements. Section 3. In connection with the Programs, the City hereby consents to the conduct of special assessment proceedings by the Authority pursuant to Chapter 29 on any property within the territory of the City and the issuance of bonds to finance or refinance Improvements; provided, that A. The Participating Property Owners, who shall be the legal owners of such property, execute a contract pursuant to Chapter 29 and comply with other applicable provisions of California law in order to accomplish the valid levy of assessments; and B. The City will not be responsible for the conduct of any assessment proceedings; the levy of assessments; any required remedial action in the case of delinquencies in such assessment payments; or the issuance, sale, administration, repayment, or guarantee of any bonds issued in connection with the Programs. Section 4. The appropriate officials and staff of the City are hereby authorized and directed to make applications.for the Programs available to all property owners who wish to finance or refinance Improvements; provided, that the Authority shall be responsible for providing such applications and related materials at its own expense. The following staff persons, together with any other staff persons chosen by the City Manager from time to time, are hereby designated as the contact persons for the Authority in connection with the Programs: Executive Director of Public Works, or his or her designee. Resolution No. 2018 -XXX Page 2 of 4 55C-6 jmf 1/22/18 Section 5. The appropriate officials and staff of the City are hereby authorized and directed to execute and deliver such certificates, requisitions, agreements and related documents as are reasonably required by the Authority to implement the Programs. Section 6. The City Council hereby finds that adoption of this Resolution is not a "project" under the California Environmental Quality Act, because the Resolution does not involve any commitment to a specific project which may result in a potentially significant physical impact on the environment, as contemplated by Title 14, California Code of Regulations, Section 15378(b)(4)). Section 7. The City may withdraw from the Programs or any Program upon six (6) months written notice to the Authority. The City may withdraw its consent and approval for the conduct of special assessment proceedings by any specific program administrator under a Program within the jurisdictional limits of the City upon thirty (30) days written notice to the Authority without (a) liability to the Authority or any affiliated entity, and (b) withdrawing its consent and approval for the conduct of special assessment proceedings by any other program administrators under the other Programs. The City's withdrawal from any Program shall not affect the validity of any voluntary assessment contract entered into prior to the date of such withdrawal or entered into after the date of such withdrawal so long as the application for such voluntary assessment contract was submitted to and approved by the Authority prior to the date of the City's notice of withdrawal. Section 8. This Resolution shall take effect immediately upon its adoption, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. The Clerk is hereby authorized and directed to transmit a certified copy of this Resolution to the Financial Advisor of the Authority at: California Municipal Finance Authority 2111 Palomar Airport Road, Suite 320 Carlsbad, California 92011 Attn: Travis Cooper ADOPTED this day of 2018. APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney IIn John M. Funk Assistant City Attorney Miguel A. Pulido Mayor 55C-7 Resolution No. 2018 -XXX Page 3 of 4 jmf 1/22/18 AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Maria D. Huizar, Clerk of the Council, do hereby certify the attached Resolution No. 2018 -- to be the original resolution adopted by the City Council of the City of Santa Ana on 2018. Date: 55C-8 Clerk of the Council City of Santa Ana Resolution No. 2018 -XXX Page 4 of 4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: FEBRUARY 6, 2018 TITLE: ADOPT A RESOLUTION ESTABLISHING THE DEBT MANAGEMENT POLICY (STRATEGIC PLAN NO. 4, 1) CITY ANAGER 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 a Resolution approving the City's Debt Management Policy On January 8, 2018, the Economic Development, Infrastructure, Budget and Technology ("EDIBT") Committee was presented a draft of the Debt Management Policy. DISCUSSION Senate Bill 1029 ("SB1029") (Hertzberg) "California Debt and Investment Advisory Commission (CDIAC) Accountability Report" became effective on January 1, 2017. The overall goal of the legislation is to increase transparency on state and local government borrowing and on the use and spending of bond proceeds offered through the public market. The new law requires local governments to adopt debt policies concerning the use of bond proceeds prior to any debt issuance after January 21, 2017, while providing local control over the timeline and mechanism for adopting these local debt policies. Moreover, the new law will also require local governments to submit annual reports on debt issued after January 21, 2017 to CDIAC through a state wide repository in order to track borrowing and spending of bond proceeds offered through the public market by entity. In addition to applying the requirements of SB 1029 to debt offered through the public market, staff is also proposing to expand the requirements of SB 1029 to all privately placed debt as well. With no foreseeable debt being issued in 2017, staff employed a two-pronged comprehensive approach in developing the City's Debt Management Policy ("Policy"): 1) staff researched guidelines & industry standards and 2: researched best practices by surveying various California municipalities. A draft was then developed and presented to the Economic Development, Infrastructure, Budget and Technology ("EDIBT") Committee on January 8, 2018. Committee members wanted to ensure feedback from the Executive Management Team was considered and 5513-1 Debt Management Policy February 6, 2018 Page 2 incorporated where applicable. As such, submitted recommendations were reviewed and, when appropriate, have been embedded into the final version of the Policy. The Policy addresses several areas related to debt including: debt limits, debt structure, debt issuance and debt management. The underlying eight objectives that the Policy aims to achieve are to: 1) Ensure that all debt issuance is in alignment with the City's Strategic Plan as well as the City's Capital Improvement Plan (CIP); 2) Determine appropriate use of debt proceeds & purpose of the debt; 3) Establish parameters and specific limits for issuing debt; 4) Identify financing options & types of debt that may be issued; 5) Ensure cost-effective borrowing by minimizing debt service and issuance cost; 6) Ensure compliance with applicable state and federal laws; 7) Ensure full and timely repayment of debt service; 8) Maintain full and complete financial disclosure and reporting of debt. Adoption of the Policy will allow the City to issue debt in the future and provides guidelines on issuing permissible debt. Staff will evaluate the Policy on an annual basis and make updates and modifications when appropriate. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal No. 4 City Financial Stability, Objective 1 (maintain a stable, efficient and transparent financial environment). FISCAL IMPACT There is no fiscal impact associated with this action. Francisco Gutierrez Executive Director Finance and Management Services Agency EXHIBITS: 1. Debt Management Resolution and Policy 2. EMT Revisions to the Debt Management Policy AC 55D-2 EXHIBIT 1 jmf 1/29118 RESOLUTION NO. 2018 -XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA ADOPTING THE CITY OF SANTA ANA DEBT MANAGEMENT POLICY BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines, and declares as follows: A. California Senate Bill No. 1029 ("SB 1029") was enacted in September2016 and became effective on January 1, 2017. B. SB 1029 requires state and local agencies to adopt comprehensive debt management policies before any new debt can be issued. C. The City Council wishes to comply with SB 1029 and to adopt the proposed Debt,Management Policy for the City of Santa Ana, a copy of which is attached as Exhibit A ('Policy"). D. The City Council has reviewed and considered the Policy. -Section 2. The City Council of the City of Santa Ana hereby approves and adopts the Policy as the Debt Management Policy for the City of Santa Ana. Section 3. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this _ day of 2018. APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: Wt6, %,L John M. Funk Assistant City Attorney Miguel A. Pulido Mayor 55D-3 Resolution No. 2018 -XXX Page 1 of 2 jmf 1/29118 AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Maria D. Huizar, Clerk of the Council, do hereby certify the attached Resolution No. 2018 _ to be the original resolution adopted by the City Council of the City of Santa Ana on .2018. Date: Clerk of the Council City of Santa Ana 55D-4 Resol Won No. 2018 -XXX Page 2 of 2 EXHIBIT A City of Santa Ana y=ri Administrative Policies and Procedures Mayor's Authorization Subject Date Debt Management Policy PURPOSE This Debt Policy ("policy") sets forth certain debt management objectives and establishes overall parameters for issuing and administering debt for which the City of Santa Ana ("City"), the Santa Ana Financing Authority ("Financing Authority") and/or the Successor Agency to the Santa Ana Redevelopment Agency (collectively, the "Santa Ana Issuers") are financially obligated or are responsible for managing. Included in this policy are general provisions related to: 1) debt limits, 2) debt structure, 3) debt issuance and 4) debt management, which are the four major categories addressed within this Policy. This Policy shall be reviewed annually by the Executive Director of the Finance & Management Services Agency ("Finance") or his/her designee and updated as needed. Any changes to this Policy are subject to City Council approval. This Debt Management Policy is intended to comply with California Government Code Section 8855(i), which requires municipalities that issue debt to develop and apply debt management policies to ensure that debt is issued and managed prudently. DEBT POLICY OBJECTIVES The following are general objectives that this policy intends to accomplish: • Ensure that all debt issuance is in alignment with the City's Strategic Plan goals & objectives as well as the City's Capital Improvement Plan; • Determine appropriate use of debt financing & the purpose of the debt; • Establish parameters and specific limits for issuing debt; • Identify financing options & types of debt that may be issued; • Ensure cost-effective borrowing by minimizing debt service and issuance costs; • Ensure compliance with applicable state and federal laws; • Ensure full and timely repayment of debt service; and • Maintain full and complete financial disclosure and reporting of debt. All eight objectives are reflected within the four major categories: 1) debt limits, 2) debt structure, 3) debt issuance and 4) debt management. Resolution No. 2018 -XXX Page 3 of 9 5501-5 DETERMINATION OF DEBT ISSUANCE Prior to any issuance of debt, the requesting department and, when appropriate, the Finance & Management Services Agency ("Finance"), will conduct a comprehensive assessment to ensure the following criteria are met: a) All debt must: i. Be in alignment with the City's Strategic Plan goals & objectives as well as the City's Capital Improvement Plan; ii. Promote an economic or public benefit; iii. Provide for economic vitality; iv. Lessen the burden of the City during economic uncertainties; V. Not cause undue burden on the City's General Fund; A. Extend the useful life of existing assets. b) Any prospective debt issuance must have an identified revenue source for repayment, which may include the general fund, enterprise funds, special revenue funds and/or community development funds; c) A feasibility analysis will also be performed on the fund that has been identified as the source of repayment that includes determining: i. Operating Position (Gain/Loss: Operating revenues less Operating Expenditures); ii. Existing Fund Balance (unassigned/unrestricted) capacity for current and future years; iii. Debt Service Coverage; and iv. Future economic outlook (multi-year forecast or pro forma). d) Evaluating any other material factors, including but not limited to: i. Risk of litigation or potential litigation; ii. Potential negative revenue and expenditure variances; and iii. Compliance to pertinent legislation. Generally, there will be a recommendation to issue debt when: 1) the aforementioned assessment has been completed, 2) if current operational resources are insufficient to finance the project, and 3) when debt financing is the optimal structure given the City's long-term financial outlook. When appropriate, Finance will evaluate the long-term impact of all outstanding and planned debt issuance on the City's finances. Such evaluation recognizes that the City has limited capacity for debt service in its budget and that each newly issued financing will obligate the City to a series of payments until the debt is repaid. Subsequent to the evaluation, Finance will provide a recommendation for the City Manager's consideration. The City Manager will make the determination to proceed with the issuance of debt, subject to City Council and, if necessary, voter approval. Resolution No. 2018 -XXX Page 4 of 9 5501-6 DEBT LIMITS Types of Financing Options and Use of Debt Proceeds Once it has been determined that issuing debt is a viable and beneficial option, the Santa Ana Issuers can issue the following types of debt under this Policy subject to state and federal law, the City's Charter, City's Municipal Code and City Council Policy (as approved by the majority of the City Council), as may be applicable: a) general obligation bonds (authorized by the affirmative votes of two-thirds (2/3) of the voters); b) lease revenue bonds or notes; c) certificates of participation; d) land -secured financings, such as special tax revenue bonds and/or limited obligation assessment bonds; e) tax increment financings to the extent permitted under state law; f) private placement and/or private loan financing g) conduit financings, whereby the City secures financing on behalf of a third party h) financings for affordable housing (TEFRA) and qualified 501(c) (3) organizations (access to tax-exempt financing); and I) any other or new type of debt that is allowed under state or federal law. Debt may be publicly issued or privately placed and may be issued on either a long-term basis ("Long-term Debt") or short-term basis ("Short-term Debt") consistent with the provisions of this Policy. Long-term debt, defined as a final maturity date greater than five years from the issuance date, may be used to finance the acquisition or improvement of land, facilities, or equipment that cannot be financed from current revenues and is appropriate to spread the costs over more than one fiscal year, and will be reflected in the Adopted Citywide Budget as well as the Seven- -Year Capital Improvement Plan ("CIP"), if applicable. Long-term debt may also be used to fund capitalized interest (for no longer than a three-year period), costs of issuance, required reserves, and any other financing -related costs which is legally permitted. Under no circumstance shall long-term debt be allowed to fund annual reoccurring operating costs or routine maintenance expenses. Short-term debt, defined as a final maturity date less than five years from the issuance date, through financing vehicles will be considered as an interim source of funding for the acquisition of equipment, funding for a capital improvement in anticipation of long-term borrowing, or any other purpose in which issuing long-term debt is not a viable option, provided that there is sufficient reason to pursue a short-term debt issuance. Short-term debt may also be issued for capitalized interests and other financing -related costs. The final maturity of the debt issued to finance the project shall be consistent with the useful life of the project, unless it is determined that extraordinary circumstances exist. In addition, short-term debt may be considered if available cash is insufficient to meet short-term operating needs. Resolution No. 2018 -XXX Page 5 of 9 55D-7 Debt Restrictions The Santa Ana Issuers will keep outstanding debt within the limits of applicable federal and state law. Specifically and in accordance with section 602 of the City Charter, the Issuers' total general obligation bond indebtedness shall not exceed 10 percent of the "total assessed value of real property within the City". As such, the City will keep outstanding general obligation debt within the specified limits. The Successor Agency, in particular, will issue debt to refund its outstanding debt consistent with applicable law. More specifically, in the event that the City issues: a. a general obligation bond: the debt service payments, in the aggregate, shall not exceed 10% of General Fund revenues; b. a lease revenue bond or certificates of participation: the debt service payments shall be limited by a debt service coverage ratio (e.g., annual net pledged revenue to annual debt service) of at least a 2.00, preferably higher; as well as additional bond provisions contained in the bond covenants; and c. a conduit debt: subject to approval based on the borrower's creditworthiness, purpose of the borrowing issue, and subject to a comprehensive review conducted by the City. Furthermore, it is generally recommended that any costs of issuance associated with the debt shall not exceed 5% of the principal amount of the debt, unless it can be determined that the public benefit outweighs the cost. DEBTSTRUCTURE All capital projects financed through the issuance of debt will be financed for a period not to exceed the useful life of the project. Debt will be structured for a period consistent with a fair allocation of costs to current and future beneficiaries of the financed capital project and, consideration will be given, so that the maturity of the debt issue is consistent with the useful life of the capital project to be financed. Ultimately, however, market conditions at the time of sale will inform the City on its decision regarding debt service structure. Certain types of financings such as certificates of participation and other lease -secured financings may require the use of capitalized interest from the issuance date until the City has beneficial use and occupancy of the financed project. Interest rate shall not be funded (capitalized) beyond a three-year period, or a shorter period if further restricted by the governing bond documents. The City may require that capitalized interest on the initial series of the bonds be funded from the proceeds of the bonds. Fixed and Variable Interest Rate The Santa Ana Issuers can make a determination to utilize either a variable or fixed interest rate debt based on the market conditions. In general, in order to maintain a predictable debt service burden, the City shall give preference to debt that carries a fixed interest rate. However, the City may consider variable rate debt in certain instances, such as: Resolution No. 2018 -XXX Page 6 of 9 55D-8 a) during a high interest rate environment; b) if the source for repayment fluctuates, and is anticipated to move in the same direction as market -generated variable interest rates, or the dedication of revenues allows capacity for variability; and c) if financing structure and budgetary safeguards are in place to prevent adverse impacts from interest rate shifts Moreover and in accordance with rating agency guidelines, the percentage of variable rate debt outstanding shall not exceed 20% of the City's total outstanding debt. DEBT ISSUANCE Service Providers During the course of a debt issuance, the City must select several professional services providers. The Santa Ana Issuers will utilize the services of independent financial/municipal advisors, underwriters, and pertinent legal counsel on all debt financings as well as other parties depending on the type of financing. Additionally, the City will require that all providers have the highest ethical standards as it relates to their performance with no existing material or egregious legal grievances against them or pending investigations for the same. The City will require full disclosure of any history of grievances or legal proceedings against providers The Santa Ana Issuers will strive to select service providers as necessary through a competitive bidding process. However, when appropriate, a sole -source selection may be allowed (i.e., timing of issuance, product & financing packaging). The overall goal is to achieve an appropriate balance between service and cost. Methods of Sale The Director of Finance shall also be responsible for determining the appropriate manner in which to offer any debt to investors, these include: competitive bid, negotiated sale and/or private placement, which will be considered on a case-by-case basis. The preference will be given to competitive sale method. In a competitive sale, the securities shall be awarded to the bidder providing the lowest interest cost as long as the bid adheres to the requirements set forth in the governing bond documents. In a negotiated sale, the City shall assess the following circumstances: a) size of the issue which may limit the number of potential bidders b) if market volatility is such that flexibility in timing the sale in changing interest rate environments is most beneficial for the City Debt Refunding The Finance Department shall also have the responsibility to analyze outstanding bond issues for refunding opportunities that may be presented by underwriting and/or financial/municipal advisory firms. Resolution No. 2018 -XXX Page 7 of 9 5501-9 In general, the City hereby establishes a net present value threshold of a minimum of three percent (3%) of the refunded bond principal amount. The net present value savings shall be net of all costs related to refinancing. Refunding debt that produce a net present value savings of less than three percent (3%) will be considered on a case-by-case basis. Refunding debt with negative savings will not be considered unless there is a compelling public policy objective that is accomplished by retiring the debt. In conjunction with the required net present value threshold, any savings from a refunding debt shall be significantly greater than the cost of issuance. DEBT MANAGEMENT The Finance Department, in collaboration with the requesting department, will be responsible for managing and coordinating all activities related to the issuance and administration of debt, including, but not limited to: a) investment of bond proceeds i. Investments of all bond proceeds or other forms of debt shall be consistent with federal tax requirements, any applicable state law requirements, the governing bond documents, and the City's Investment Policy as modified from time to time. b) monitoring compliance with bond covenants; c) implementing internal control procedures to ensure the use of bond proceeds will be directed to the intended use; d) monitoring use of facilities financed with the issued debt; e) continuing disclosure requirements; f) monitoring arbitrage compliance; and g) ongoing interactions with credit rating agencies Continuing Disclosure As a critical component to the debt management aspect, on June 21, 2016, the City Council adopted the "Municipal Securities Disclosure Policy & Procedures", which governs and outlines the initial and annual continuing disclosure process & requirements. Records Retention The Finance Department and other applicable departments, as may be necessary, will be responsible for maintaining the following documents for the term of debt issuance (including debt issued to refinance existing debt, if any): a) a copy of the closing transcript (s) and other relevant documentation delivered to the City at or in connection with closing of the issuance; b) a copy of all material documents relating to capital expenditures financed or refinanced by debt proceeds, including but not limited to: draw down requests and evidence as to the amount and date for each draw down, trustee requisitions, payment records, as well as documents relating to costs paid or reimbursed with the said proceeds Resolution No. 2018 -XXX Page 8 of 9 55D-10 c) a copy of all contracts involving the use of debt-financed or refinanced assets d) a copy of all records of investments, investment agreements, arbitrage reports, and underlying documents, including trustee statements and copies of all bidding documents, if any. Resolution No. 2018 -XXX Page 9 of 9 55D-11 55D-12 City of Santa Ana Administrative Policies and Procedures Mayor's Authorization Subject Date Debt Management Policy PURPOSE This Debt Policy ("policy") sets forth certain debt management objectives and establishes overall parameters for issuing and administering debt for which the City of Santa Ana ("City"), the Santa Ana Financing Authority ("Financing Authority") and/or the Successor Agency to the Santa Ana Redevelopment Agency (collectively, the "Santa Ana Issuers") are financially obligated or are responsible for managing. Included in this policy are general provisions related to: 1) debt limits, 2) debt structure, 3) debt issuance and 4) debt management, which are the four major categories addressed within this Policy. This Policy is •••194eEt W FeEGMMeRd GAS f9F imi;Fevements Ran R - basis. - sh shall be reviewed annually by the Executive Director of the Finance & Management Services Agency ("Finance") or his/her designee and updated as needed. Any changes to this Policy are subject to City Council approval. -is appmpFiete. This Debt Management Policy is intended to comply with California Government Code Section 885561 which reouires municipalities that issue debt to develop and apply debt management Policies to ensure that debt is issued and managed Prudently. The following are general objectives that this policy intends to accomplish: • Ensure that all debt issuance is in alignment with the City's Strategic Plan goals & objectives as well as the City's Capital Improvement Plan; • Determine appropriate use of debt financing & the purpose of the debt; • Establish parameters and specific limits for issuing debt; • Identify financing options & types of debt that may be issued; • Ensure cost-effective borrowing by minimizing debt service and issuance costs; • Ensure compliance with applicable state and federal laws; • Ensure full and timely repayment of debt service; and • Maintain full and complete financial disclosure and reporting of debt. All eight objectives are reflected within the four major categories: 1) debt limits, 2) debt structure, 3) debt issuance and 4) debt management. Prior to any issuance of debt, the requesting department and, when appropriate, the Finance & Management Services Agency ("Finance"), will conduct a comprehensive assessment to ensure the following criteria are met: 55D-13 EXHIBIT 2 Debt Management Policy Page 2 a) All debt must: L Be in alignment with the City's Strategic Plan goals & objectives as well as the City's Capital Improvement Plan; H. Promote an economic or public benefit; iii. Provide for economic vitality; iv. Lessen the burden of the City during economic uncertainties; V. Not cause undue burden on the City's General Fund; vi. Extend the useful life of existing assets. b) Any prospective debt issuance must have an identified revenue source for repayment, which may include the general fund, enterprise funds, special revenue funds and/or community development funds; c) A feasibility analysis will also be performed on the fund that has been identified as the source of repayment that includes determining: i. Operating Position (Gain/Loss: Operating revenues less Operating Expenditures); fl. Existing Fund Balance(unassigned/unrestricted) capacity for current and future years; iii. Debt Service Coverage; and iv. Future economic outlook (multi-year forecast or pro forma). d) Evaluating any other material factors, including but not limited to: L Risk of 144tigation or potential litigation: it. Potential negative revenue and expenditure variances; and iii. Compliance to pertinent legislation. Generally, there will be a recommendation to issue debt when: 1) the aforementioned assessment has been completed, 2) if current operational resources are insufficient to finance the project, and 3) when debt financing is the optimal structure given the City's long-term financial outlook. When appropriate, Finance will evaluate the long-term impact of all outstanding and planned debt issuance on the City's finances_ and Will -•-••'a- - •---mmenda•'-- te the City MaAageF. Such evaluation recognizes that the City has limited capacity for debt service in its budget and that each newly issued financing will obligate the City to a series of payments until the debt is repaid. Subsequent to the evaluation. Finance will provide a recommendation for the City Manager's consideration. The City Manager will make the determination to proceed with the issuance of debt, subiect to City Council and, if necessary, voter approval. DEBT LIMITS Types of Financing Options and Use of Debt Proceeds Once it has been determined that issuing debt is a viable and beneficial option, the Santa Ana Issuers can issue the following types of debt under this Policy subject to state and federal law, the City's Charter, City's Municipal Code and City Council Policyies(as approved by the maiority of the City Council as may be applicable: a) general obligation bonds (authorized by the affirmative votes of two-thirds (2/3) of the voters); b) lease revenue bonds or notes; c) certificates of participation; 55D-14 _.... -._. "_ . -.-- —t Debt Management Policy Page 3 d) land -secured financings, such as special tax revenue bonds and/or limited obligation assessment bonds; e) tax increment financings to the extent permitted under state law; f) private placement and/or private loan financing g) conduit financings, whereby the City secures financing on behalf of a third party h) financings for affordable housing (TEFRA) and qualified 501 (c) (3) organizations (access to tax- exempt financing); and i) any other or new type of debt that is allowed under new state or federal law. Debt may be publicly issued or privately placed and may be issued on either a long-term basis ("Long- term Debt") or short-term basis ("Short-term Debt") consistent with the provisions of this Policy. Long-term debt, defined as a final maturity date greater than five years from the issuance date, may be used to finance the acquisition or improvement of land, facilities, or equipment that cannot be financed from current revenues and is appropriate to spread the costs over more than one fiscal year, and will be reflected in the Adopted Citywide Budget as well as the Seven -Year Capital Improvement Plan ("CIP"), if applicable. Long-term debt may also be used to fund capitalized interest (for no longer than a three-year period), costs of issuance, required reserves, and any other financing -related costs which is legally permitted. Under no circumstance shall long-term debt be allowed to fund annual reoccurring operating costs or routine maintenance expenses. Shan -term debt, defined as a final maturity date less than five years from the issuance date, through financing vehicles will be considered as an interim source of funding for the acquisition of equipment, funding for a capital improvement in anticipation of long-term borrowing, or any other purpose in which issuing long-term debt is not a viable option, provided that there is sufficient reason to pursue a short- term debt issuance. Short-term debt may also be issued for capitalized interests and other financing - related costs. The final maturity of the debt issued to finance the project shall be consistent with the useful life of the project, unless it is determined that extraordinary circumstances exist. In addition, short-term debt may be considered if available cash is insufficient to meet short-term operating needs. Debt Restrictions The Santa Ana Issuers will keep outstanding debt within the limits of applicable federal and state law. Specifically and in accordance with section 602 of the City Charter, the Issuers'total general obligation bond indebtedness shall not exceed 10 percent of the "total assessed value of real property within the City_'. As such, the City will keep outstanding general obligation debt within the specified limits. The Successor Agency, in particular, will issue debt to refund its outstanding debt consistent with applicable law. More specifically, in the event that the City issues: a. a general obligation bond: the debt service payments, in the aggregate, shall not exceed 10% of General Fund revenues; b. a lease revenue bond or certificates of participation: the debt service payments shall be limited by a debt service coverage ratio (e.g., annual net pledged revenue to annual debt 55D-15 Debt Management Policy Page 4 service) of at least a 2.00, preferably higher; as well as additional bond provisions contained In the bond covenants; and c. a conduit debt: subject to approval based on the borrower's creditworthiness, purpose of the borrowing issue, and subject to a comprehensive review conducted by the City. Furthermore, it is generally recommended that any costs of issuance associated with the debt shall not exceed 5% of the principal amount of the debt, unless it can be determined that the public benefit outweighs the cost. DEBT STRUCTURE All capital projects financed through the issuance of debt will be financed for a period not to exceed the useful life of the project. Debt will be structured for a period consistent with a fair allocation of costs to current and future beneficiaries of the financed capital project and, consideration will be given, so that the maturity of the debt issue is consistent with the useful life of the capital project to be financed. Ultimately, however, market conditions at the time of sale will inform the City on its decision regarding debt service structure. Certain types of financings such as certificates of participation and other lease -secured financings may require the use of capitalized interest from the issuance date until the City has beneficial use and occupancy of the financed project. Interest rate shall not be funded (capitalized) beyond a three-year period, or a shorter period if further restricted by the governing bond documents. The City may require that capitalized interest on the initial series of the bonds be funded from the proceeds of the bonds. Fixed and Variable Interest Rate The Santa Ana Issuers can make a determination to utilize either a variable or fixed interest rate debt based on the market conditions. In general, in order to maintain a predictable debt service burden, the City shall give preference to debt that carries a fixed interest rate. However, the City may consider variable rate debt in certain instances, such as: a) during a high interest rate environment; b) if the source for repayment fluctuates, and is anticipated to move in the same direction as market -generated variable interest rates, or the dedication of revenues allows capacity for variability; and c) if financing structure and budgetary safeguards are in place to prevent adverse impacts from interest rate shifts Moreover and in accordance with rating agency guidelines, the percentage of variable rate debt outstanding shall not exceed 20% of the City's total outstanding debt. DEBT ISSUANCE Service Providers During the course of a debt issuance, the City must select several professional services providers. The Santa Ana Issuers will utilize the services of independent financial/municipal advisors, underwriters, and pertinent legal counsel on all debt financings as well as other parties depending on the type of financing. Additionally, the City will require that all providers have the highest ethical standards as it relates to 55D-16 Debt Management Policy Page 5 their performance with no existing material or egregious legal grievances against them or pending i investigations for the same OF be URdeF investigaVen fGF any penmen• violation-. The City will require full disclosure of any history ofsaid-grievances or legal proceedings against providers iavestigatiens#rem The Santa Ana Issuers will strive to select service providers as necessary through a competitive bidding process. However, when appropriate, a sole -source selection may be allowed (i.e., timing of issuance, product & financing packaging). The overall goal is to achieve an appropriate balance between service and cost. Methods of Sale The Director of Finance shall also be responsible for determining the appropriate manner in which to offer any debt to investors, these include: competitive bid, negotiated sale and/or private placement, which will be considered on a case-by-case basis. The preference will be given to competitive sale method. In a competitive sale, the securities shall be awarded to the bidder providing the lowest interest cost as long as the bid adheres to the requirements set forth in the governing bond documents. In a negotiated sale, the City shall assess the following circumstances: a) size of the issue which may limit the number of potential bidders b) if market volatility is such that flexibility in timing the sale in changing interest rate environments is most beneficial for the City Debt Refunding The Finance Department shall also have the responsibility to analyze outstanding bond issues for refunding opportunities that may be presented by underwriting and/or f nancial/municipal advisory firms. In general, the City hereby establishes a net present value threshold of a minimum of three percent (3%) of the refunded bond principal amount. The net present value savings shall be net of all costs related to refinancing. Refunding debt that produce a net present value savings of less than three percent (3%) will be considered on a case-by-case basis. Refunding debt with negative savings will not be considered unless there is a compelling public policy objective that is accomplished by retiring the debt. In conjunction with the required net present value threshold, any savings from a refunding debt shall be significantly greater than the cost of issuance. DEBT MANAGEMENT The Finance Department, in collaboration with the requesting department, will be responsible for managing and coordinating all activities related to the issuance and administration of debt, including, but not limited to: a) investment of bond proceeds I. Investments of all bond proceeds or other forms of debt shall be consistent with federal tax requirements, any applicable state law requirements, the governing bond documents, and the City's Investment Polity as modified from time to time. b) monitoring compliance with bond covenants; -- 55D-17 Debt Management Policy Page 6 c) implementing internal control procedures to ensure the use of bond proceeds will be directed to the intended use; I d) monitoring use of facilities financed with the issued debt; e) continuing disclosure requirements; f) monitoring arbitrage compliance; and g) ongoing interactions with credit rating agencies i Continuing Disclosure I As a critical component to the debt management aspect, on June 21, 2016, the City Council adopted the "Municipal Securities Disclosure Policy & Procedures", which governs and outlines the initial and annual continuing disclosure process & requirements. i Records Retention The Finance Department and other applicable departments, as may be necessary, will be responsible for maintaining the following documents for the term of debt issuance (including debt issued to refinance existing debt, if any): a) a copy of the closing transcript (s) and other relevant documentation delivered to the City at or in connection with closing of the Issuance; b) a copy of all material documents relating to capital expenditures financed or refinanced by debt proceeds, including but not limited to: draw down requests and evidence as to the amount and date for each draw down, trustee requisitions, payment records, as well as documents relating to costs paid or reimbursed with the said proceeds I c) a copy of all contracts involving the use of debt-financed or refinanced assets 1, dj_a copy of all records of investments, investment agreements, arbitrage reports, and underlying documents, including trustee statements and copies of all bidding documents, if any. Formatted: List Paagmph, left, No bullets or numbering, Tab Stops: Nag 1.29' ger EMT Comments: ' Formatted: Highlight �dldioj the Houslmz Authority AganEy as an agency that can issue debt and as such is covered Formatted: Bulleted + Level: 1+Aligned at: 0.25'+Indent While the Housing Authority will abide by the basic Provisions within this Debt , Formatted: Fortmla: Acentl Management Policy, the Housing Authority is sublect to stricter guidelines that are Formatted: Bulleted + Leyel: 2+Aligned at: 0.]5'+Indent established by the federal government that are mores specific than what is re uired within this narticu Formatted: Font cola: Agent 1 lar Poli ar adding guidance on what can be offered as collateral during a private placemeni Formatted: Font cobr:Aaentl tion Formatted: Hyhlight The determination of what can be offered as collateral will be made during a privat Formatted: Bulleted + Level: I+Aligned at: 0.25'+bdent at: 0.5" Placement transaction and will be reviewed on a case-by-case basis Assets that are iFormatted: Font cola:Aaentl deemed subject to collateralization will be offered, when applicable during a transaction Formatted: Bulletel+Level: 2+aigned at 0.75'+bdem at: 1" 55D-18 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: FEBRUARY 6, 2018 TITLE: HOMELESS SERVICES QUARTERLY REPORT FOR OCTOBER 2017 — DECEMBER 2017 {STRATEGIC PLAN NOS. 1,6; 5,4; 5,6} VA L��I WENT 01 RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: I.77 Zi04-1111 ❑ As Recommended ❑ As Amended ❑ Ordinance on 151 Reading ❑ Ordinance on 2"d Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Receive and file report and verbal update of the Quarterly Report for Homeless Services for the period of October 2017 — December 2017. COMMUNITY REDEVELOPMENT AND HOUSING COMMISSION ACTION At its regular meeting on January 24, 2018, by a vote of 7:0 (Frazier absent), the Community Redevelopment and Housing Commission approved the recommended action. DISCUSSION On September 19, 2017, City Council approved the Homelessness Prevention, Intervention and Mitigation Plan to address the concerns of an escalating number of individuals experiencing homelessness in the City. Many of these individuals are concentrated in the Civic Center and the Santa Ana riverbed and affect adjacent neighborhoods and business districts. Since the approval of the Mitigation Plan, City staff has undertaken a variety of actions to address the impact of homelessness on Santa Ana residents. These various actions and investments by the City are summarized in this Quarterly Report and will be updated going forward. This report is for the quarter ending on December 31, 2017 and provides statistics for many of the homeless services implemented throughout the City. The report is divided into four sections: 1) Law Enforcement; 2) Affordable Housing, Outreach, and Case Management; 3) Total Funds Committed to Address Homelessness; and 4) Other Services and Initiatives. 65A-1 Homeless Services Quarterly Report February 6, 2018 Page 2 Law Enforcement The Santa Ana Police Department tracks the number of calls for service that are received by the City on an on-going basis in relation to homelessness. Table 1 provides an update on transient related calls for service in 2017: Table 1 Type Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Total Disturbance 350 347 426 414 426 411 419 449 442 413 422 434 4953 Trespassing 214 182 210 169 160 208 227 186 241 252 282 206 2537 SAMC 65 49 79 71 84 110 118 74 77 61 72 56 916 Drunk in Public 6 9 10 10 12 17 1 21 1 23 13 13 8 2 144 Battery I I 1 I 1 I 1 3 Grand Total 635 1 587 725 1 664 682 747 1 787 1 732 773 739 784 699 8554 Affordable Housing, Outreach, and Case Management: Emergency Solutions Grant Total Program Q1 FY Individuals Served 414 1 N/A Funding Disbursed $65,190 N/A • Q2 numbers are not available at this time Permanent Supportive HousingPSH Q2 Total FY Total Number of PSH Units Santa Ana Police Department HEART Team $45,000 Developed for Homeless 71 71 Individuals or Families CDBG Program Public Service Funds Total Number of PSH Units in $36,000 Subtotal the Pipeline for Homeless 139 N/A Individuals or Families Total Funds Currently Committed to Reduce and Address Homelessness: Programs Amount of Funds Emergency Solutions Grant for FY17-18 $429,526 Santa Ana Police Department HEART Team $45,000 ESG Program Funds Illumination Foundation $75,000 CDBG Program Public Service Funds WISEPlace (CDBG Program Public Service Funds) $36,000 Subtotal $585,526 65A-2 Homeless Services Quarterly Report February 6, 2018 Page 3 Projects Amount of Funds The Orchard (71 Project -Based Vouchers) $7,895,194 The Orchard (HOME Program Funds) $1,199,869 The Depot at Santiago (8 Project -Based Vouchers) $710,460 Santa Ana Veterans Village (HOME Program Funds) $353,962 Santa Ana Veterans Village 75 Project -Based Vouchers $11,489,000 Aqua Housing (56 Project -Based Vouchers) $7,000,000 Subtotal $28,648,485 TOTAL FUNDS COMMITTED 1 $29,234,011 1 Update on Other Services and Initiatives: STRATEGY ACTION OUTCOMESITIME-FRAME Create an Interdepartmental Completed — Team on Homelessness to Inter -Departmental Team coordinate all City agencies and meets weekly activities. Improve the internal Consider opportunities to coordination and improve conditions in the Civic communication between City Center including both an anti- In Progress agencies providing services abandonment ordinance and an and enforcement anti -panhandling ordinance. Develop a webpage regarding Completed — website how Santa Ana is addressing launched in February 2018 homelessness Utilize the Santa Ana City Draft a new section to the Santa Completed - Charter and Municipal Code Ana Municipal Code related to Enforcement began to make improvements storage of property and services December 12, 2017 in the Civic Center area. Develop a single point of Recruit and hire a Homeless Recruitment Completed — contact for homeless Services Manager. start -date on February 12, services and programs 2018 Participate in regional bodies On-going — Coordinate with courts, other and discussions to achieve the Homeless Services cities and County of Orange greatest impact on Manager to take the lead to homelessness in the City. make further gains. 65A-3 Homeless Services Quarterly Report February 6, 2018 Page 4 STRATEGY ACTION OUTCOMES/TIME-FRAME Hold an Outreach and Engagement Fair with nine Completed — community partners to offer December 9th, 2017 assistance with housing referrals, job placement, legal assistance, behavioral health Additional Fairs planned services and veterinary pet services for individuals in the Civic Center. Enlist non-profit and faith -based organizations serving homeless Homeless Services individuals to agree on a strategy Manager to take the lead. to help move individuals off of Coordinate with nonprofit and the streets and into housing. Continue to fund non-profit faith -based services Emergency Solutions Grant homeless service providers to On-going provide Street Outreach, Shelter, Homeless Prevention and Rapid - Rehousing services. Amend ESG Contracts with WISEPlace, Illumination Foundation and the Completed - HEART program to allocate Plaza of the Flags unspent FY 16/17 ESG funds to outcomes to be included in provide housing and outreach future quarterly reports. services at the Plaza of the Flags in FY 17/18. Initiate and participate in lobbying for legislation and Develop and implement resources; solicit state and On-going — Staff are specific legislation related to federal assistance to respond to participating on the housing and homelessness the needs for housing, County's Advisory enforcement and social services Committee for No Place for the growing homeless Like Home funds population. 65A-4 Homeless Services Quarterly Report February 6, 2018 Page 5 STRATEGY ACTION OUTCOMES/TIME-FRAME One HEART Team Officer is Establish a full-time dedicated full-time to homeless Homeless Services Officer outreach, safety and security. Completed position Additional HEART Program officers continue status quo. Plaza of the Flags — first full Power wash completed on Thoroughly clean and disinfect December 2017 Power wash and cleaning of Plaza of the Flags grounds and On-going power washings: the Plaza of the Flags remove prohibited items from the Half of the Plaza cleaned Plaza. each week 'additional power washings done in other locations of the Civic Center on different frequencies Organizations interested in Establish a requirement for providing services in the Civic organizations providing Center are now required to follow Completed services in the Civic Center the City permit process. to apply for a permit Regulation is part of the amended SAMC. Minimize the number of needles found in the Civic Review of OCNEP MOU and the MOU terminated and permit Center impacts of the program. denied in January, 2018 Quality of Life Team In addition, a 30 -day pilot Quality of Life Team (QOLT) was formed on January 22nd to address the number of concerns and requests related to municipal code violations, property storage and improper use of public/private property. This multidisciplinary team is comprised of staff from the offices of SAPD, Parks and Recreation, Public Works, Community Development, Community Preservation, City Attorney, and the City Manager. The process of bringing all stakeholders together in the field was modeled on best practices utilized by several cities throughout the country. During the first week of the program, the team was trained by the City Attorney and Police Department and responded to locations identified by the City Council and community. Moving forward, the team will focus on parks and responding to complaints of individuals establishing encampments throughout the City. STRATEGIC PLAN ALIGNMENT The activities covered by this report allow the City to meet Goal #1 — Community Safety, Objective #6 (Enhance Public Safety integration, communications and community outreach); 65A-5 Homeless Services Quarterly Report February 6, 2018 Page 6 Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #4 (Support neighborhood vitality and livability) and Objective #6 (Focus projects and programs on improving the health and wellness of all residents). FISCAL IMPACT There is no fiscal impact associated with this action. Robert M. Zur Sch(mi� e LJ Interim Executive ctor Community Development Agency 65A-6 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: FEBRUARY 6, 2018 TITLE: PUBLIC HEARING — ADOPT RESOLUTION TO AMEND THE MISCELLANEOUS FEE SCHEDULE TO ADD A FEE FOR ELECTRIC VEHICLE CHARGING STATION USE; APPROVE AGREEMENTS WITH VOLTAIC AND CHARGEPOINT INC. FOR INSTALLATION, NETWORKING AND MAINTENANCE OF 10 ELECTRIC VEHICLE CHARGING STATIONS (SPEC. NO. 17-109) (STRATEGIC PLAN NO. 6,2) CITY MA GER -Z- RECOMMENDED RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1 si Reading ❑ Ordinance on 2"d Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Adopt resolution to amend the Miscellaneous Fee Schedule to include a new fee for the use of Electric Vehicle charging stations throughout the City. 2. Authorize the City Manager and Clerk of the Council to execute a five-year agreement with Voltaic for the period of February 6, 2018 through January 31, 2023, for the purchase, installation, networking, and maintenance warranty for ten electric vehicle charging stations at various City locations in a total amount not to exceed $231,783 plus a contingency of $20,000 for a total amount of $251,783, subject to non -substantive changes approved by the City Manager and City Attorney. 3. Authorize the City Manager and Clerk of the Council to execute a five-year Master Services and Subscription Agreement with ChargePoint Inc. for the period of February 6, 2018 through January 31, 2023 for the use of ChargePoint services on the ten electric vehicle charging stations, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The City of Santa Ana received grant and subvention funds from the Southern California Air Quality Metropolitan District (AQMD) for the purchase and installation of ten electric vehicle charging stations throughout the City. Depending on the location of the charging station, these charging stations may be available for both public use and for City vehicles. The locations for the charging stations are as follows: 75A-1 Public Hearing & Agreements for EV Charging Stations February 6, 2018 Page 2 Location #of Dual EV Stations #of Parking Stalls City Hall - Ross Annex (City use only) 4 8 Corporate Yard (City/Public use) 2 4 Santa Ana Zoo 1 2 SARTC 1 2 City Hall - Civic Center Superblock 1 2 Third & Bush Parking Lot 1 2 Santa Ana Ordinance No. NS -2312 authorizes the City to purchase against contracts from any public agency utilizing a competitive bid process. The National Joint Powers Alliance (NJPA) awarded a contract to ChargePoint Inc. (contract #051017 -CPI) for procurement and installation of Electric Vehicle charging stations as a result of open competitive bidding on behalf of its members, which includes government entities. The awarded contract is valid through 2021 and meets the City's purchasing requirements. Due to the complexity of the specifications, the use of a Cooperative Purchasing Agreement such as NJPA provides for a timely and cost effective purchase. As such, staff recommends contracting with Voltaic, who is an approved distributor of ChargePoint products, to purchase and install ChargePoint stations, and utilize the ChargePoint networking system to process payments and provide maintenance for the above -referenced ten (10) charging stations (Stations) at six (6) different locations. Each station will be a dual -pedestal type, which means it allows for two vehicles to utilize each station at the same time if needed. As a result, there is an overall capacity to service a total of 20 electric vehicles at these ten charging stations over six different locations. The Stations will utilize ChargePoint, Inc. as direct provider of networking services. As a result, the City must also enter into a Master Services and Subscription agreement (MSSA) with ChargePoint, Inc. to utilize their cloud -based networking system. ChargePoint, Inc. is the industry leader in providing networked Electric Vehicle (EV) charging stations throughout the United States. They currently have over 7,000 customers providing service to large and small entities in both the private and public sectors. Additionally, ChargePoint has established partnerships with the majority of the major car manufacturers to provide an easy transition for the car buyer to purchase electricity for their EV. Currently, ChargePoint, Inc. maintains a 70% market share of all EV charging stations, and have existing contracts locally with the cities of Anaheim, Huntington Beach, Orange, Westminster, Lake Forest and Laguna Beach. Voltaic, located in Garden Grove, is one of their authorized charging station providers. ChargePoint, Inc. provides a networked approach to EV purchases, where charging locations and payments are made available on a real-time basis on the user's smartphone or vehicle navigation system. Additionally, all EV charging station usage data is available to the City in a cloud environment and include a wide variety of reports to help provide an ongoing review of each station, including revenues received and actual electrical costs. The proposed purchase 75A-2 Public Hearing & Agreements for EV Charging Stations February 6, 2018 Page 3 includes a five-year maintenance contract with Voltaic that includes all costs for networking, upgrades and as -needed maintenance. Upon review of actual ongoing cost for each station, staff recommends the following pricing structure for the charging stations installed throughout the City: $0.25 per Kilowatt hour (kWh) for the first 4 hours $2.00 per hour after the initial 4 hours The actual operating cost to use the EV charging stations is approximately $0.22 per kWh, depending on usage. The operating costs include anticipated utilities, networking, and the equipment warranty. Below is a summary of anticipated annual costs per charging station along with anticipated revenue. Expenses: - Total - $2,407 (estimated) Revenue: Utilities - $1,100 (costs not included in agreement) User charges - $2,407 (estimated) Network charges - $560 Equipment Warrant - $747 not included in 1st ear These ongoing revenue and expenditures will be tracked by site, and each location will be budgeted for separately. Users of the stations will pay for the electric usage directly with ChargePoint, Inc. Specifically, users of the stations will need to establish an account with ChargePoint, Inc. to access the electric charging services. Voltaic will be providing all the net revenue collected, related to electric service charges, to the City on a monthly basis. All revenue collected will be deposited back into the fund/location that is paying for the estimated expenses. Additionally, excess revenue (e.g. charged revenue less estimated costs) will go towards future contributions in maintenance or infrastructure repair costs. An Electric Vehicle Charging Policy was drafted to ensure and promote a safe and equitable usage of the stations by City staff for use of City and personal Electric Vehicles. Specifically, the Policy ensures that City employees may use the charging stations for personal use at the same fee structure as the general public. Additionally, the policy incorporates elements including, but not limited to: Safety; User Registration; Charging Station Access and Parking Priority. STRATEGIC PLAN ALIGNMENT Approval of this item assists the City's effort to meet Goal #6 Community Facilities & Infrastructure, Objective #2, (address deferred maintenance on City buildings and equipment). CEQA In accordance with the California Environmental Quality Act (CEQA) the recommended action is exempt for further review per Section 21080. This section states that CEQA does not apply to ministerial projects, such as electric vehicle charging facilities, as it is a ministerial project to be carried out or approved by a public agency. No further action is required for this project. 75A-3 Public Hearing & Agreements for EV Charging Stations February 6, 2018 Page 4 FISCAL IMPACT Funds from AQMD grants, for the purchase and installation of the charging stations total $191,753. Funding for this is available in the amount of $111,693 in the FY 2017-18 Fleet Services Air Quality Improvement account — Machinery and Equipment (03110101-66400) and $80,060 in the FY 2017-18 Fleet Services MSRC Program account — Machinery and Equipment (03110102-66400). Funds for the annual operation costs for each of the above -referenced stations are as follows: Location Account Name Account Number Amount Fiscal Year SA Zoo Contract Services 01113220-62300 $735 2017-18 Re . Trans. Center Contract Services 06717650-62300 $735 2017-18 3 & Bush Parking Lot Contract Services 02710131-62300 $735 2017-18 City Hall/ City Yard 7 Contract Services 07310100-62300 $5,145 2017-18 SA Zoo Contract Services 01113220-62300 $1,317 2018-19 thru 2021-22 Re . Trans. Center Contract Services 06717650-62300 $1,317 2018-19 thru 2021-22 3rd &Bush Parkin Lot I Contract Services 02710131-62300 $1,317 2018-19 thru 2021-22 City Hall/ City Yard 7 Contract Services 1 07310100-62300 1 $9,219 1 2018-19 thru 2021-22 Note: Fiscal impact for FY 2022-2023 is not included in the chart above as payment for annual operating costs is made at the beginning of each calendar year. Thus, payment for services in FY 2022-2023 is made in FY 2021-2022. APPROVED AS TO FUNDS AND ACCOUNT: P Francisco Gutierrez Executive Director Finance and Management Services Agency CL/sp Exhibits: 1. Resolution 2. Voltaic Agreement 3. ChargePoint Agreement 75A-4 ROH - 2.6.18 RESOLUTION NO. 2018 -XXX A RESOLUTION OF THE CITY,COUNCIL OF THE CITY OF SANTA ANA ESTABLISHING A FEE SCHEDULE FOR ELECTRIC VEHICLE CHARGING STATIONS BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. The City received grant and subvention funds from the Southern California Air Quality Metropolitan District (AQMD) for the purchase of ten (10) electric vehicle (EV) charging stations for use by public and City vehicles throughout the City. B. City staff has provided for review to the City Council agreements with Voltaic and ChargePoint, Inc, for the Installation and related services for the EV charging stations, including the monitoring of the charging of a vehicle at a ChargePoint EV charging station. C. Specifically, users of the stations will need to establish an account with ChargePoint, Inc. to pay ChargePoint, Inc. directly and access the electric charging services. Voltaic will be providing all the net revenue collected, related to electric service charges, to the City on a monthly basis. All revenue collected will be deposited back into the fund/location that.. is paying' for the estimated expenses.. Additionally, excess revenue (e.g. charged revenue less estimated costs) will go towards future contributions in maintenance or infrastructure repair costs. D. The actual operating cost to use the EV charging stations is approximately $0.22 per kWh, depending on usage. The operating costs include anticipated utilities, costs per charging station along with anticipated revenue; Utilities - $1,100 (costs not User charges - $2,407 included in agreement) (estimated) Network charges - $560 Equipment Warranty - $747 (not included in 15f year) E. Based on analysis and evaluation of utilities, network charges, and equipment warranty, the fees are recommended as set forth below. Resolutlon No. 2018-)00X Page 1 of 3 L ROH - 2.8.18 Section 2. The City Council hereby establishes the following pricing structure for the EV charging stations installed throughout the City: $0.25 per Kilowatt hour (kWh) for the first 4 hours $2.00 per hour after the initial 4 hours Section 3. Without further action of the City Council, the above -referenced fees established by this Resolution shall be incorporated into the City's Uniform Schedule of Miscellaneous Fees for Fiscal Year 2017-18 and updated annually. Section 4. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this day of 2018. Miguel A. Pulido Mayor APPROVEp AS TO FORM: Sonia Vg6VPIh j, City Attorney N Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers 75A-6 Resolution No. 2018 -XXX Page 2 of 3 ROH -2.6.18 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Maria D. Huizar, Clerk of the Council, do hereby certify the attached Resolution No. 2018- to be the original resolution adopted by the City Council of the City of Santa Ana on 12018. Date: Clerk of the Council City of Santa Ana 75A-7 ResolWon No. 2010 -XXX Page 3 of 3 75A-8 ELECTRIC VEHICLE CHARGING STATIONS CONSULTANT AGREEMENT THIS AGREEMENT is made and entered into this 6th day of February, 2018, by and between Voltaic, a division of Video Voice Data Communications, a California corporation (hereinafter "Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of electric vehicle charging stations, including the labor, materials and electrical equipment for the needs to supply and install ChargePoint charging units with network services at various locations throughout the City of Santa Ana, as well as providing the extended assure warranty. B. Con' Itant represents that Consultant is a ChargePoint Operations and Maintenance Partner, and is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: SCOPE OF SERVICES As a ChargePoint Operations and Maintenance Partner, Consultant shall perform those services as set forth in Consultant's Proposal attached herewith as Exhibit A to this Agreement. Additionally, Consultant shall be responsible for the ChargePoint Assure extended warranty Terms and Conditions of Service attached herewith as Exhibit B to this Agreement. 2., COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit A. The total sum to be expended under this Agreement shall not exceed two -hundred and fifty-one thousand, seven -hundred and eighty-three dollars ($251,783.00) during the term of this Agreement. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 75AE2HIBIT R\ 3. TERM This Agreement shall commence on the date,first written above and terminate on January 31, 2023, unless terminated earlier in accordance with Section 15, below. The Term of this Agreement may be extended upon a writing executed by the City Manager and the City Attorney, 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and' other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insureds) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The 75A-10 amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Consultant shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit C upon execution of this Agreement. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such Insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to Indemnify the City for any work performed prior to approval of insurance by the City. 75A-11 7. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, Its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and Indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. 75A-12 "Confidential Information" shall include all nonpublic information. Confidential information includes not only written Information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party Is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no Interests and shall not have Interests, direct or Indirect, which would conflict in any manner with performance of services specified under this Agreement. 12. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714- 647-6956 With courtesy copies to: and Executive Director— Finance and Management Services Agency City of Santa Ana 20 Civic Center Plaza (M-17) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647 - City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647-6515 75A-13 To Consultant: Brian Sung Video Voice Data Communications, Voltaic Division 12681 Pala Drive Garden Grove, CA 92841 Phone 714-206-1048 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such 75A-14 date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the Citys use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 16. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 17. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, Interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature 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. (Signature Page Follows} 75A-15 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: City By:' IV Ryan O. RECOMMENDED FOR APPROVAL: FRANCISCO GUTIERREZ Executive Director — Finance and Management Services 75A-16 CITY OF SANTA ANA RAUL GODINEZ II City Manager CONSULTANT' Tax ID# EXHIBIT A VOLTAIC PROPOSAL 75A-17 VIVOLTA IC Project N:73-727.4 Proposal for City of Santa Ana -EV Charging - Submitted to: City of Santa Ana ATTN: Chris Laugenour Phone M 0: 714.647.3361 1 C: 714.381.4246 Email: claugenour@santa-ana.ore NJPA k: 051017 -CPI WD's DIRII: 1000025785 Date: January17,-2018 Description: This proposal includes the labor, materials and electrical equipment for the needs to supply and install ChargePoint charging units with network services at various locations throughout the City of Santa Ana as described herein. Project Breakdown: Location Installation EVSE Unit(s) & Total Cost Per Cost Network5ervices Location Corporate Yard—General Parking $10,393.00 $6,848.00 $17,241.00 Corporate Yard—Employee Parking $10,358.00 $7,409.00 $17,767.00 City Hall — RossAnnek $23,689.00 $28,729.00 $52,418.00 City Hall—'Civic Center $18,201.00 $6,794.00 $24,995.00 Santa Ana Zoo $17,295.00 $7,355.00 $24,650.00 Third & Bush Parking Lot $19,879.00 $7,355.00 $27,234.00 Santa Ana Regional Transportation Center $7,443.00 $7,355.00 $14,798.00 Total Installation Cost: $107,258.00 $71,845.00 $179,103.00 •1- Video Voice Data Communications I Voltaic Division 1 12681 Pala Drive, Garden Grove, CA 92841 Print Date January 17, 2018 75A-18 x,=\00L T A I C Please see next page Extended Assure Warranty and Network Services —Billed Yearly Location Corporate Yard—General Parking Corporate Yard — Employee Parking City Hall—Ross Annex City Hall — Civic Center Santa Ana Zoo Santiago Arts District Santa Ana Regional Transportation Center CT4000-ASSURE4- COMMIT 1 1 4 1 1 1 1 Project N:73-727.4 CPCLD-COMMERCIAL 2 2 8 2 2 2 2 Total Quantity: 10 20 s pdddlonal parts and labor Warranty (Billed Yearly) - wyear per sta0dn and On -Site Labor to repair or replace any manufacturing . Includes remotemonitodng of station and proactive repair $0 $757 $757 $757 $757 ch. Guaranteed Uptime Quantity 10 10 10 10 10 Annual Billing Total $0 $7,570. $7,570 $7,570 $7,570 TOTALANI'll AI BIWNGS $0 1 $13,170 $13,170 1 $33,170 $33,110 Yearly Billing of $13,170 -2- Video Voice Data Communications j Voltaic Division 112681 Pala Drive, Garden Grove, CA 92841 print Date; anuary 17, 2018 75A-19 Network Service plans (per part) Designed for employers, businesses and the government, this plan includes 24x7x365 d6er support, access control, general paid In $280 $280 .$280 $296 reporting, OTA upgrades, payment processing, flexible pricing Intal Cost policies, reservations and more. Quantity 20 20 20 20 20 Annual Billing Total $0 $5,600 $5,goo $5,600 $5,600 TOTALANI'll AI BIWNGS $0 1 $13,170 $13,170 1 $33,170 $33,110 Yearly Billing of $13,170 -2- Video Voice Data Communications j Voltaic Division 112681 Pala Drive, Garden Grove, CA 92841 print Date; anuary 17, 2018 75A-19 V-0 LTA IC Project M:73 -727A Corporate Yard — General Parking Location: 215 South Daisy. Avenue Santa Ana, CA 92703 NJPA #: 051017 -CPI CHARGING UNIT MOUNTINGTYPE(5): WALL TOTAL ii OF PARKING FOR EV: Two (2) Price Breakdown: Electrical/Construction, Labor and Material $16,393.00 EVCS Unit(s) and Service(s) $6,848.00 Total Price: $17,241.00 (tax included) Electrical/Construction. Labor and Material Includes: Proposal consists of project management and site planning, engineering and designing for any necessary permit acquisitions. o Permit acquisitions also include the plan checking, and Inspection processes (not Including actual plan check fee, permitting and/or inspection fees) as required by the,authorities having jurisdiction. Perform Site Validation survey (SVS) as required by ChargePoint, Inc. prior to activation of units. SVS_ fee to ChargePoint, Inc. discounted when using ChargePoint, Inc. Certified Installers. o Standard electrical power consistency evaluation: circuit breaker and electrical panel evaluation. o Cellular network communications test: test for consistency of cellular signal strength. o Charging station evaluation: consistent voltage, amperage, ground, network communication. ELECTRICAL EQUIPMENT UPGRADE • None. o Use two (2) available spares in existing electrical panel "PA" CHARGING UNIT INSTALLATION Installation and commissioning of one (1) charging unit to meet'NEC requirements. Supply and installation of one (1) 40A circuit breakers for EVCS overcurrent protection. o Utilization of existing electrical panels to supply one (1) 30A circuit to new charging unit. o From the electrical panel(s) to new charging stations, the new electrical conductors: #6 and #10 ground wires. -3- Video Voice Data Communications I Voltaic Division ) 12681 Pala Drive, Garden Grove, CA 92841 Print Date: Januar- 17,201 -8- 75A -20 7,2018 75A-20 VOLTAIC Project #:73-727.4 PROVISIONS FOR FUTURE GROWTH None PARKING MODIFICATIONS o Supply and mounting of two (2) EV parking signs on existing'post. • Stenciling/marking "EV CHARGING ONLY" for two (2) EV parking spaces. RELATED CONSTRUCTION WORK • Core drilling. • Placement of EMT, approximately+180'. • Trenching and/or pneumatic boring, approximately 10'. • Concrete work (demolition and repair) for pneumatic boring window cut. INITIALS DATE -4- Video Voice Data Communications I Voltaic Division 1 12681 Pala Drive, Garden Grove, CA 92841 Print Date: January v. Z018 75A-21 VOLTAIC Project 9:73-727.4 EV Charging Unit/Station Orders: • One (1) ChargePoint dual -port, wall -mounted Gateway charging units. (CT4023-GW1) • One (1) ChargePoint Power Management Kits. (CT4000-PMGMT) • One (1) Year Pre -Paid Commercial Network Service Plan (per port): designed for employers, businesses and the government. The service plan support is directly through ChargePoint, Inc and includes 24/7/365 driver support, access control, general reporting, OTA upgrades, payment processing, flexible pricing policies, reservations and more. (CPCLD-COMMERCIAL-1) • Initial Station Activation & Configuration Service includes activation of cloud services and configuration of radio groups, custom groups, connections, access control, visibility control, pricing, reports and alerts. One-time initial service per station. (CPSUPPORT-ACTIVE) • One (1) year of CT4000 Assure coverage included in the purchase per unit. (CT4000-ASSURE) • Additional four (4) year package of CT4000 Assure coverage included (Billed Yearly). This package includes 50% discount on $349.00 cost of Activation per unit. (CT4000-ASSURE4-COMMIT) • Perform Site Validation survey (SVS) as required by ChargePoint, Inc. priorto activation of units. (CPSUPPORT-SITEVALI D) .CHARGING UNIT BREAKDOWN Eauoment(CT4000) Unit Price Quantity Total Gateway $560.00 CPSUPPORT-ACTIVE $349.00 1 CT4023-GW1 $6,705.00 1 $6,705.00 VVD Discount 20% 1 -$1,341.00 Miscellaneous over 4 yrs. Tax & S/H: CT4000-PMGMT $50.00 1 $50.00 Product Services W174000 CPSUPPORT-SITEVALID $598:00 1 $0.00 CPCLD-COMMERICAL-1 $280.00 2 $560.00 CPSUPPORT-ACTIVE $349.00 1 $175.00 CT4000-ASSURE $0.00 1 $0.00 CT4000-ASSURE4-COMMIT $3,028.00 1 Paid Annually over 4 yrs. Tax & S/H: $699.00 EVCS Unit(s) & Service(s) Total Price: $6,848.00 -s- Video Voice Data Communications I Voltaic Division 112681 Pala Drive, Garden Grove, CA 92841 _ pont Date: anuary v, 2018 75A-22 V-5 LTAIC ..—„ o. Corporate Yard — Employee Parking Location: 220 South Daisy Avenue Santa Ana, CA 92703 NJPA #: 051017 -CPI CHARGING UNIT MOUNTING TYPE(S): BOUARD TGTAL#OF PARKING FOR EV: Two(2) Price Breakdown: Electrical/Construction, Labor and Material $10,358.00 EVCS Unit(s) and Service(s) $7,409.00 Total Price: $17,767.00 (tax included) Electrical/Construction. Labor and Material Includes: Project #:73-727.4 • Proposal consists of project management and site planning, engineering and designing for any necessary permit acquisitions. o Permit acquisitions also include the plan checking, and inspection processes (not including actual plan check fee, permitting and/or inspection fees) as required by the authorities having jurisdiction. • Perform Site Validation survey (SVS) as required by ChargePoint, Inc. prior to activation of units. SVS fee to ChargePoint, Inc. discounted when using ChargePoint, Inc. Certified Installers. o Standard electrical power consistency evaluation: circuit breaker and electrical panel evaluation. o Cellular network communications test: test for consistency of cellular signal strength. o Charging station evaluation: consistent voltage, amperage, ground, network communication. ELECTRICAL EQUIPMENT UPGRADE • None. o Use two (2) available spaces in existing electrical panel "PBA" CHARGING UNIT INSTALLATION Installation and commissioning of one (1) charging unit to meet NEC requirements. Supply and installation of one (1) 40A circuit breakers for EVCS overcurrent protection. o Utilization of existing electrical panels to supply one (1) 30A circuit to new charging unit. o From the electrical panel(s) to new charging station, the new electrical conductors: #8 and #10 ground wires. -6- Video Voice Data Communications I Voltaic Division 112681 Pala Drive, Garden Grove, CA 92841 Print Dote January 17,2018' 75A-23 �OLTAIC Project #:73-727.4 • Forming and pouring of concrete pad of dimensions per manufacturer's specifications for charging unit structural support. PROVISIONS FOR FUTURE GROWTH • None PARKING MODIFICATIONS • Stenciling/marking "EV CHARGING ONLY" for two (2) EV parking spaces. • Supply and mounting of two (2) EV parking signs on existing post. (Repositioning of sign post if required) RELATED CONSTRUCTION WORK • Core drilling. • Placement of EMT, approximately+180'. • Trenching and/or pneumatic boring, approximately+20'. • Concrete work (demolition and repair) for pneumatic boring window cut. • Concrete work for EV structural pad. INITIAL$ DATE -]- Video Voice Data Communications I Voltaic Division i 12681 Pala Drive, Garden Grove, CA 92841 'Print Dare: Januar• 17, 2018 75A-24 V1OLTAIC �no..o vma o::—ccaA D"a .1 Project tl:73-727.4 EV Charging Unit/Station Orders; • One (1) ChargePoint dual -port, bollard -mounted Gateway charging unit. (CT4021-GW1) • One (1) ChargePoint Concrete Mounting Kit. (CT4001-CCM) • One (1) ChargePoint Power Management Kit. (CT4000-PMGMT) • One (1) Year Pre -Paid Commercial Network Service Plan (per port): designed for employers, businesses and the government. The service plan support is directly through ChargePoint, Inc and includes 24/7/365 driver support, access control, general reporting, OTA upgrades, payment. processing, flexible pricing policies, reservations and more. (CPCLD-COMMERCIAL-1) • Initial Station Activation & Configuration Service includes activation of cloud services and configuration of radio groups, custom groups, connections, access control, visibility control, pricing, reports and alerts. Ane -time initial service per station. (CPSUPPORT-ACTIVE) • One (1) year of CT4000 Assure coverage included in the purchase per unit. (CT4000-ASSURE) • Additional four (4) year package of CT4000 Assure coverage included (Billed Yearly). This Package includes 50% discount on $349.00 cost of Activation per unit. (Ci40007ASSURE4-COMMIT) • Perform Site Validation survey (SVS) as required by ChargePoint, Inc. prior to activation of units. (CPSU P PO RT-SITEVALI D) CHARGING UNIT BREAKDOWN Etiuioment W174000) Unit Price Quantity Total Gateway $280.00 2 $560.00 Cl'4021-GWI $7,210.00 1 $7,210.00 VVD Discount 20% .1 -$1,442.00 Miscellaneous $3,028.00 1 Paid Annually CT4001-CCM $95.00 1 $95.00 CT4o00-PMGMT $50.00 '1 $50.00 Product Services (CT4000 CPSUPPORT-SITEVALID S59b.od 1 $0.00 CPCLD-COMMERICAL-1 $280.00 2 $560.00 CPSUPPORT-ACTIVE $349,00 1 $175.00 CT4000-ASSURE $0.00 1 $0.00 CT4000-ASSURE4-COMMIT $3,028.00 1 Paid Annually over 4 yrs. Tax & S/H: $761.00 EVCS Unit(s) & Service(s) Total Price: $7,409.00 -s- Video Voice Data Communications I Voltaic Division 112631 Pala Drive, Garden Grove, CA 92841 Print Date, January 17, 2018 75A-25 V-6®LTAIC v�o.a Project #:73-727.4 City Hall — Ross Annex Location: 20 Civic Center Plaza Santa Ana, CA 92701 NJPA #: 051017 -CPI CHARGING UNrr MONNTINGTYPE(s): BOLLARD TOTAL# OF PARKING FOR EV: EIGHT(8) Price Breakdown: Electrical/Construction, Labor and Material $23,689.00 EVCS Unit(s) and Service(s) $28,729.00 Total Price: $52,418.60 (tax included) Electrical/Construction. Labor and Material includes: • Proposal consists of project management and site planning, engineering and designing for any necessary permit acquisitions, o Permit acquisitions also include the plan checking, and Inspection processes (not including actual plan check fee, permitting and/or inspection fees) as required by the authorities having jurisdiction. • Perform Site Validation survey (SVS) as required by ChargePoint, Inc. prior to activation of units. SVS fee to ChargePoint, Inc. discounted when using ChargePoint, Inc. Certified Installers. o Standard electrical power consistency evaluation: circuit breaker and electrical panel evaluation. o Cellular network communications test: test for consistency of cellular signal strength. o Charging station evaluation: consistent voltage, amperage, ground, network communication. ELECTRICAL EQUIPMENT UPGRADE • None. o Use eight (8) available spaces In existing electrical panel "ETC CHARGING UNIT INSTALLATION Installation and commissioning of eight (8) charging unit to meet NEC requirements. Supply and installation of eight (8) 40A circuit breakers for EVC.S overcurrent protection. o Utilization of existing electrical panels to supply eight. (8) 30A circuit to new charging unit. o From the electrical panel(s) to new charging station, the new electrical conductors: #6 and #10 ground wires. .9 - Video Voice Data Communications I Voltaic Division 112681 Pala Drive, Garden Grove, CA 92841Pnnt Date: January 17, 2018 75A-26 �vOLTAIC Project N:73-727.4 'CELLULAR SIGNAL COMMUNICATION Cellular signal readings are not adequate for ChargePoint EV charging station per ChargePoint manufacture specifications. Supply and installation of 3G cellular booster with two-way splitter for EV charging stations. PROVISIONS FOR FUTURE GROWTH • None PARKING MODIFICATIONS • Stenciling/marklhg "EV CHARGING ONLY" for eight (8) EV parking. spaces. • Supply and mounting of eight (8) bolt -down steel sign posts with EV parking signage, RELATED CONSTRUCTION WORK • Using existing conduit, infrastructure from electrical room to the junction box located near parking space 55. (Includes approximate wire runs of+300') Shall the length of the pull exceed, pricing will be charged accordingly). • Placement of EMT, approximately+180'. • Boit-down of units on existing basement concrete. • GPR scanning for bolt down of units. INMAL9 DATE -10- Video Voice Data Communications I Voltaic Division 112681 Pala Drive, Garden Grove, CA 92841 Print Dite: January 17, 2018 75A-27 LTA IC Project p:73-727.4. EV Charging Unit/Station Orders: • Two (2) ChargePoint dual -port, bollard -mounted Gateway charging units. (CT4021-GW1) • Two (2) ChargePoint dual -port, bollard -mounted Gateway charging units. (CT4021) • Four (4) ChargePoint Concrete Mounting Kits. (CT4001-CCM) • Four (4) ChargePoint Power Management Kits. (CT4000-PMGMT) • One (1) Year Pre -Paid Commercial Network Service Plan (per port): designed for employers, businesses and the government. The service plan support is directly through ChargePoint, Inc and includes 24/7/365 driver support, access control, general reporting, OTA upgrades, payment processing, flexible pricing policies, reservations and more. (CPCLD-COMMERCIAL=1) • Initial Station Activation & Configuration Service includes activation of cloud services and configuration of radio groups, custom groups, connections, access control, visibility control, pricing, reports and alerts. One-time initial seryice per station. (CPSUPPORT-ACTIVE) • One (1) year of CT4000 Assure coverage included in the purchase per unit. (&4000 -ASSURE) • Additional four (4) year package of CT4000 Assure coverage included (Billed Yearly). This package includes 50% discount on $349.00 cost of Activation per unit. (CT4000-ASSURE4-COMMIT) • Perform Site Validation survey (SVS) as required by ChargePoint, Inc. prior to activation of units. (CPSUPPORT-SITEVALI D) CHARGING UNIT BREAKDOWN Eauloment (CT40001 Unit Price Quantity Total Gateway $280.00 8 $2,240.00 CT4D21-GW1 $7,210.00 2 $14,420.00 WD Discount 20% 2 -$2,884.00 Non -Gateway $3,b28.00 4 Paid Annually CT4021 $6,695.00 2 $13,390.00 WD Discount 20% 2 -$2,678.00 Miscellaneous CT4001-CCM $95.00 4 $380.00 CT4000-PMGMT $50.00 4 "$200.00 Product Services (CT4000 CPSUPPORT-SITEVALID $C(� 1 $0.00 CPCLD-COMMERICAL-1 $280.00 8 $2,240.00 CPSUPPORT-ACTIVE $349.00 4 $700.00 CT4000-ASSURE $0.00 4 $0.00 CT4000-ASSURE4-COMMIT $3,b28.00 4 Paid Annually over 4,yrs. Tax & S/H: $2,961.00 EVCS Unit(s) & Servlce(s) Total Price: $28,729.00 -11- Video Voice Data Communications I Voltaic Division 112681 Pala Drive, Garden Grove, CA 92841 Print Date: January 17, 2018 75A-28 VOLTAIC ......... Project Ht73-727.4 City Hall — Civic Center Location: 20 Civic Center Plaza Santa Ana, CA 92701 N1PA k: 051017 -CPI CHARGING UNIT MOUNTING TYPE(S): WALL TOTAL N OF PARKING FOR EV: Two (2) Price Breakdown: Electrical/Construction, Labor and Material $18,201.00 EVCS Unit(s) and Service(s) $6,794.00 Total Price: $24,995.00 (tax included) Electrical/Construction. Labor and Material Includes: Proposal consists of project management and site planning, engineering and designing for any necessary permit acquisitions. o Permit acquisitions also include the plan checking, and inspection processes (not including actual plan check fee, -permitting and/or ins ection fees) as requirre'dby the authonles fiavTng- -- jurisdiction. Perform Site Validation survey (SVS) as required by ChargePoint, Inc. priorto activation of units. SVS fee to ChargePoint, Inc. discounted when using ChargePoint, Inc. Certified Installers. o Standard electrical power consistency evaluation: circuit breaker and electrical panel evaluation. o Cellular network communications test: test for consistency of cellular signal strength. o. Charging station evaluation: consistent voltage, amperage, ground, network communication. ELECTRICAL EQUIPMENT UPGRADE Supply and installation of new 75kVA transformer to provide adequate power and proper voltage rating fo"r a new electrical panel. o New 125A circuit breaker to provide overcurrent protection to transformer. New conductors in new EMT sized per NEC requirements. o Installation of grounding system for transformer per NEC requirements. Supply and installation of new 200A electrical panel for EV charging units. Materials and installation to meet NEC, building department requirements, and if enforced, by building department. CHARGING UNIT INSTALLATION e Installation and commissioning of one (1) charging unit to meet NEC requirements • Supply and installation of two (2) 40A circuit breakers for EVCS overcurrent protection. -12- Video Voice Data Communications I Voltaic DiV6ion 1 12631 Pala Drive, Garden Grove, CA 92841 .Print Date: January 17,201-9 75A-29 �OLTA IC I... V.C[ Mu c....w —... Project #:73-727.4 o Utilization of new electrical panel to supply two (2) 3 D circuits to new charging unit. o From the electrical panel(s) to new charging stations, the new electrical conductors: #8 and #10 ground wires. PROVISIONS FOR FUTURE GROWTH • New electrical equipment will support up to six (6) additional charging ports for future use. .PARKING MODIFICATIONS • Stenciling/marking "EV CHARGING ONLY" for two (2) EV parking spaces. • Supply and mounting of two (2) EV parking signs on existing wall surface. RELATED CONSTRUCTION WORK • Core drilling. • GPRscanning for core diil]. t Placement of EMT, approximately+40'. INmALS DATE -13- Video Voice Data Communications I Voltaic Division 112681 Pala Drive, Garden Grove, CA 92841 Print Date: January 17, 2018 75A-30 VZ®LTAIC Project #:73-727.4 EV Charging Unit/Station Orders: • One (1) ChargePoint dual -port, wall -mounted Gateway charging unit. (CT4023-GW1) • One (1) Year Pre -Paid Commercial Network Service Plan (per port): designed for employers, businesses and the government. The service plan support is directly through ChargePoint, Inc and includes 24/7/365 driver support, access control, general reporting, OTA upgrades, payment processing, flexible pricing policies, reservations and more. (CPCLD-COMMERCIAL-1) .• Initial Station Activation & Configuration Service includes activation of cloud services and configuration of radio groups, custom groups, connections, access' control, visibility control, pricing, reports and alerts. One-time Initial service per station. (CPSUPPORT-ACTIVE) • One (1) year of CT4000 Assure coverage included in the purchase per unit. (CT4000-ASSURE) • Additional four (4) year package of CT4000 Assure coverage Included (Billed Yearly). This package includes 50% discount on $349.00 cost of Activation per unit. (CT4000-ASSURE4-COMMIT) • Perform Site Validation survey (SVS) as required by ChargePoint, Inc. prior to activation of units. CHARGING UNIT BREAKDOWN Equipment (CT4000) Gateway CT4023-G W 1 WD Discount Product Services ICT4000 CPSUPPORT-SITEVALID CPCLD-COMMERICAL-1 CPSUPPORT-ACTIVE CT4000-ASSURE CT4000-ASSURE4-COMMIT (CPSU P PO RT-SITEVALI D) Unit Price Quantity Total $6,705.00 1 $6,705.00 20% 1 -$1,341.00 $599.00 1 $0.00 $290.60 2 $560.00 $349.00 1 $175.00 $0.00 1 $0.00 $3,028.00- 1 Paid Annually over 4 yrs. Tax & S/H: EVCS Unit(s) & Service(s) Total Price: $695.00 $6,794.00 .24 - Video Voice Data Communications I Voltaic Division 112681 Pala Drive, Garden Grove, CA 92841 print Date:. January v, 2013 75A-31 VOLTAIC Project #:73-727.4 Santa Ana Zoo Location: 1801 East Chestnut Avenue Santa Ana,,CA 92701 NJPA #: 051017 -CPI CHARGING UNIT MOUNTING TYPEIS): BOLLARD TOTAL# OF PARKING FOR EV: TWO (2) Price Breakdown: Electrical/Construction, Labor and Material $17,295.00 EVCS Unit(s) and Service(s) $7,355.00 Total Price; $24,650.00 (tax included) Electrical/Construction. Labor and Material Includes: • Proposal consists of project management and site planning, engineering and designing for any necessary permit acquisitions. o Permit acquisitions also include the plan checking, and inspection processes (not including actual plan check fee, permitting and/or inspection fees) as required by the authorities having jurisdiction. • Perform Site Validation survey (SVS) as required by ChargePoint, Inc. priorto activation of units. SVS fee to ChargePoint, Inc. discounted when using ChargePoint, Inc. Certified Installers. o Standard electrical power consistency evaluation: circuit breaker and electrical panel evaluation. o Cellular network communications test: test for consistency of cellular signal strength. o Charging station evaluation: consistent voltage, amperage, ground, network communication. ELECTRICAL EQUIPMENT UPGRADE Supply and installation of new 125A electrical panel for EV charging units. Materials and installation to meet NEC, building department requirements, and if enforced, by building department. o Concrete. structural work for new electrical panel to be located outdoors. CHARGING UNIT INSTALLATION Installation and commissioning of one (1) charging unit to meet NEC requirements Supply and installation of two (2) 40A circuit breakers for EVCS overcurrent protection. o Utilization of new electrical panel to supply two (2) 30A circuits to new charging unit. o From the electrical panel(s) to new charging stations, the new electrical conductors: #8 and #10 ground wires. -15- Video Voice Da[a Communications (Voltaic Division 112651 Pala Drive, Garden Grove, CA 92841 Pdnt nate: January ti, 2018 75A-32 VOLTAIC Project 4:73727.4 PROVISIONS FOR FUTURE GROWTH • New electrical equipment will support up to three (3) additional charging ports forfuture use. PARKING MODIFICATIONS • Supply and mounting of two (2) bollards with new concrete pad for station protection. • Stenciling/marking "EV CHARGING ONLY" for two (2) EV parking spaces. • Supply and mounting of two (2) concrete Incased sign pasts with EV parking signs. RELATED CONSTRUCTION WORK • Core drilling. • Trenching and/or'pneumatic boring, approximately+100' • Placement of EMT, approximately+10'. • Concrete work for EV structural pad. • Concrete work and 'strut for new electrical panel located outdoors. 7NITIAtT DATE -16- Video Voice Data Communications I Voltaic Division 1 12681 Pala Drive, Garden Grove, CA 92841 Print Date: January 17, 2018 75A-33 VOLTAIC Project p:73-727.4 EV Charging Unit/Station Orders: • One (1) ChargePoint dual -port, bollard -mounted Gateway charging units. (CT4021-GW1) • One (1) ChargePoint concrete mounting kit. (CT4001-CCM) • One (1) Year Pre -Paid Commercial Network Service Pian (per port): designed for employers, businesses and the government. The service plan support is directly through ChargePoint, Inc and includes 24/7/365 driver support, access control, general reporting, OTA upgrades, payment processing, flexible pricing policies, reservations and more. (CPCLD-COMMERCIAL-1) • Initial Station Activation & Configuration Service includes activation of cloud services and configuration of radio groups, custom groups, connections, access control, visibility control, pricing, reports and alerts. One-time Initial service per station. (CPSUPPORT-ACTIVE) • One (1) year of CT4000 Assure coverage included in the purchase per unit. (CT4000-ASSURE) • Additional four (4) year package of CT4000 Assure coverage included (Billed Yearly). This package includes 50% discount on $349.00 cost of Activation per unit. (CT4000-ASSURE4-COMMIT) • Perform Site Validation survey (SVS) as required by ChargePoint, Inc. prior to activation of units. ( CPS U PPO RT-SITEVALI D) .CHARGING UNIT BREAKDOWN Equipment (CT40001 Unit Price Quantity Total Gateway $560.00 CPSUPPORT-ACTIVE $349.00 1 CT4021-GW1 $7,210.00 1 $7,210.00 WD Discount 20% 1 -$1,442.00 Miscellaneous over 4 yrs. Tax & S/H: CT4001-CCM $95.00 1 $95.00 Product Services WI`4060 CPSUPPORT-SITEVALID rc� 1 $0.00 CPCLD-COMMERICAL-1 $280.00 2 $560.00 CPSUPPORT-ACTIVE $349.00 1 $175.00 CT4000-ASSURE $0.00 1 $0.00 CT4000-ASSURE4-COMMIT $3,028.00 1 Paid Annually over 4 yrs. Tax & S/H: $757.00 EVCS Unit(s) & Service(s) Total Price: $7,355.00 -17- Video Voice Data Communications I Voltaic Division 1 12681 Pala Drive, Garden Grove, CA 92841 Print Date: January 17, 2018 75A-34 �V®LTAIC Neco Vwce p.r�Cwvuu alam or Third & Bush Parking Lot Location: 201 East 3rd Street Santa Ana, CA 92701 N1PA #: 051017 -CPI CHARGING UNrr MoNNnNG TYPE(Q1 BoNARD TOTAL # OF PARKING FOR EV: Two (2) Price Breakdown: Electrical/Construction, Labor and Material EVCS Unit(s) and Service(s) Total Price: Electrical/Construction. Labor and Material Includes: $19,879.00 $7,355.00 $27,234.00 (tax included) Project #:73-727.4 Proposal consists of project management and site planning, engineering and designing for any necessary permit acquisitions. o Permit acquisitions also include the plan checking, and inspection processes (not including actual plan check fee, permitting and/or inspection fees) as required by the authorities having jurisdiction. o Application for upgrading existing service to be completed by customer. Perform Site Validation survey (SVS) as required by ChargePoint, Inc. prior to activation of units. SVS fee to ChargePoint, Inc. discounted when using ChargePoint, Inc. Certified Installers. o Standard electrical power consistency evaluation: circuit breaker and electrical panel evaluation. o Cellular network communications test: test for consistency of cellular signal strength. o Charging station evaluation: consistent voltage, amperage, ground, network communication. ELECTRICAL EQUIPMENT UPGRADE Removing existing electrical meter and electrical panel to be replaced with higher rated amperage. o Replacement of existing 100A panel with 200A panel and associated circuit breakers. o Existing panel has spaces, but is not able'to carry the two additional 30A circuits for EV charging. o Coordination with SCE for service upgrade. Supply and install new meter socket panel combo rated at 200A. Materials and installation to meet NEC, building department requirements, and if enforced, by building department. CHARGING UNIT INSTALLATION • Installation and commissioning of one (1) charging unit to meet NEC requirements. • Supply and installation of two (2) 40A circuit breakers for EVCS overcurrent protection. 0 Utilization of upgrade electrical panel to supply two (2) 30A circuits to new charging unit. -1P- Video Voice Data Communications I Voltaic Division 112681 Pala Drive, Garden Grove, CA 92841 Print Date: January 17,201-8 75A-35 Project #:73-727.4 o From the electrical panel(s) to new charging station, the new electrical conductors: #8 and #10 ground wires. • Forming and pouring of concrete pad of dimensions per manufacturers specifications for charging unit structural support. PROVISIONS FOR FUTURE GROWTH + None. PARKING MODIFICATIONS • Supply and mounting of two (2) concrete -incased sign posts with EV parking signage. • Stenciling/marking "EV CHARGING ONLY" for two (2) EV parking spaces. RELATED CONSTRUCTION WORK • Trenching and/or pneumatic boring, approximately+45' • Concrete (demolition and repair) • Concrete X-ray imaging services INITIALS DATE •19- ; Video Voice Data Communications I Voltaic Division 112681, Pala Drive, Garden Grove, CA 92541 a Prim Date; lanuaq 17,2078 75A-36 VVOLTAIC Project N:73-727.4 EV Charging Unit/Station Orders: • One (1) ChargePoint dual -port, bollard -mounted Gateway charging unit. (CT4021-GW1) • One (1) ChargePoint bollard concrete mounting kit. (CT4001-CCM) • One (1) Year Pre -Paid Commercial Network Service Plan (per port): designed for employers, businesses and the government. The service plan support is directly through, ChargePoint, Inc and includes 24/7/365 driver support, access control, general reporting, OTA upgrades, payment processing, flexible pricing policies, reservations and more. (CPCLD-COMMERCIAL-1) • Initial Station Activation & Configuration Service includes activation of cloud services and configuration of radio groups, custom groups, connections, access control, visibility control, pricing, reports and alerts. One-time initial service per station. (CPSUPPORT-ACTIVE) • One(1) year of Ci4000 Assure coverage; included in the purchase per unit. (Ci4000-ASSURE) • Additional four (4) year package of CT4000 Assure coverage included (Billed Yearly). This package includes 50% discount on $3.49.00 cost,of Activation per unit. (CT4000-ASSURE4-COMMIT) • Perform Site Validation survey (SVS) as required by ChargePoint, Inc. prior to activation of units. (CPSUPPORT-SITEVAU D) CHARGING UNIT BREAKDOWN Equipment (Cr40001 Unit Price Quantity Total Gateway $560.00 CPSLIPPORT-ACTIVE $349.00 1 CT4021-GW1 $7,210.00 1 $7,210.00 WD Discount 20% 1 -$1,442.00 Miscellaneous over 4 yrs. Tax & S/H: CT4001-CCM $95.00 1 $95.00 Product Services (Cr4000 CPSUPPORT-SITEVALID $C� 1 $0.00 CPCLD-COMMERICAL-1 $280.00 2 $560.00 CPSLIPPORT-ACTIVE $349.00 1 $175.00 C174000 -ASSURE $0.00 1 $0.00 Cr4000-ASSURE4-COMMIT $3,028.00 1 Paid Annually over 4 yrs. Tax & S/H: $757.00 EVCS Unit(s) & Service(s) Total Price: $7,355.00 -20- Video Voice Data Communications I Voltaic Division 112681 Pala Drive, Garden Grove., CA 92841 Print Date: January 17, 2092 75A-37 �V7V I C Santa Ana Regional Transportation Center Location: 1000 Santa Ana Blvd Santa Ana, CA 92701 N1PA #: 051017-cPl CHARGING UNIT MOUNNNGTYPE(S)! BOLLARD TOTAL# OF PARKING FOR EV: Two (2) Price Breakdown: Electrical/Construction, Labor and Material $7,443.00 EVCS Uhit(s) and Service(s) $7,355.00 Total Price: $14,798.00 (tax included) Electrical/Construction. Labor and Material Includes: Project #:73-727.4 Perform Site Validation survey (SVS) as required by ChargePoint, Inc. prior to activation of units. SVS fee to ChargePoint, Inc. on when using ChargePoint, Inc. Certified Installers. o Standard electrical power consistency evaluation: circuit breaker and electrical panel evaluation. o Cellular network communications test: test for consistency of cellular signal strength. o Charging station evaluation: consistent voltage, amperage, ground, network communication. ELECTRICAL EQUIPMENT UPGRADE • None o Using existing house meter panel located outdoor. CHARGING UNIT INSTALLATION Installation and commissioning of one (1) charging unit to meet NEC requirements Use existing 40A circuit breaker for EVCS'overcurrent protection. o Utilization of existing electrical panel to supply 30A circuits to new charging unit. o From the electrical panel(s) to new charging stations, the new electrical conductors: #6 and #10 ground wires. PROVISIONS FOR FUTURE GROWTH • None. -21- Video Voice Data Communications I Voltaic Division 112681 Pala Drive, Garden Grove, CA 92841 Print bate: January 17, 2018 75A-38 A/kOLTAIC :.,...n, . Project #:73-727.4 PARKING MODIFICATION • Supply/marking "EV CHARGING ONLY" for two (2) EV parking spaces. • Supply and mounting of two (2) concrete incased signed posts with EV parking signs. RELATED CONSTRUCTION WORK Wire pull, approximately+200'. Concrete work (demolition and repair) for EV structural pad. INITIALS DATE -22- Video Voice Data Communications I Voltaic Division 112681 Pala Drive, Garden Grove, CA 92841 Print Date! January 17, 2018 75A-39 VeLTA IC Noeo Vuev Ou�Co nux¢mox� Project 1:73-727,4 EV Charging Unit/Station Orders: • One (1) ChargePoint dual -port, bollard -mounted Gateway charging unit. (CT4021-GWI) • One (1) ChargePoint concrete mounting kit. (CT4001-CCM) • One (1) Year Pre -Paid Commercial Network Service Plan (per port): designed for employers, businesses and the government. The service plan support is directly through ChargePoint, Inc and includes 24/7/365 driver support, access control, general reporting, OTA upgrades, payment processing, flexible pricing policies, reservations and more. (CPCLD-COMMERCIAL-1) • Initial Station Activation & Configuration Service includes activation of cloud services and configuration of radio groups, custom groups, connections, access control, visibility control, pricing, reports and alerts.. One-time initial service per station. (CPSUPPORT-ACTIVE) • One (1) year of CT4000 Assure coverage included in the purchase per unit. (CT4000-ASSURE) • Additional four (4) year package of CT4000 Assure coverage included (Billed Yearly). This package includes 50% discount on $349.00 cost of Activation per unit. (CT4000-ASSURE4-COMMIT) Perform Site Validation survey (SVS) as required by ChargePoint, Inc. priorto activation of units. (CPSU PPORT-SITEVALID) CHARGING UNIT BREAKDOWN Equipment (CT4000) Unit Price Quantity Total Gateway $560.00 CPSUPPORT-ACTIVE $349.00 1 CT4021-GW1 $7,210.00 1 $7,210.00 VVD Discount 20% 1 -$1,442.00 Miscellaneous over 4 yrs. Tax & S/H: CT4001-CCM $95.00 1 $95.00 Product Services (CT4000 CPSUPPORT-SITEVALID $599;oo 1 $0.00 CPCLD-COMMERICAL-1 $280.00 2 $560.00 CPSUPPORT-ACTIVE $349.00 1 $175.00 CT4000-AS5URE $0.00 1 $0.00 CT4000-ASSURE4-COMMIT $3,028.00 1 Paid Annually over 4 yrs. Tax & S/H: $757.00 EVCS Unit(s) & Service(s) Total Price: $7,355.00 For exclusions and clarification to this project, see next page. -23- Video VoiceDataCommunications I Voltaic Division 1 12681 Pala Drive, Garden Grove, CA 92841 �.p}int Date: anuary 17, 2018 75A-40 V®LTA IC Project #:73-727.4 Excludes: • Pian check fees (if applicable) permitting fees, and/or any required inspection fees required to conduct the scope of work. Related fees may be paid for by contractor in advance to avoid delay of project, but shall be at the expense of the owner or shall be reimbursable by the owner. • Application/Registration for new utilities or other services. • Conduit encasement for signal (low voltage) wiring. e Any additional (outside the scope of work) circuit breaker installations or upgrades as required per NEC or manufacturers specifications. • Custom framing, bracketing, strut, or other supporting accessories not supplied by manufacturer fabricated to install wall -mounted charging units on a non -typical structure. • Notification to tenants or any affected parties of construction and/or power shutdown requirements. • The supply or installation of any equipment protection such as bollards, wheel stops, etc. • Site modifications such as ramping and accessibility path of travel for ADA standards. INITIALS 7ATE Clarification: • No pricing is included for existing conditions/obstructions not evident prohibiting the completion as specified. • This proposal is based on work being performed during normal business hours 7am-5pm Monday to Friday, 8 -hours days, and/or a mutually agreeable schedule. Overtime and abnormal business hours is not considered. • All conduit work is unfinished unless specified otherwise. • A cellular signal booster/repeater may be required for reliable communication with charging stations. During the original site visit, professional test equipment is used to measure cellular signal levels and every effort to determine the need for signal booster equipment is made. However, even if signal booster equipment is not included with this quote, a need for signal booster possibly could arise in the future. Due to the nature of cellular networks, changes in carrier equipment and services, possible future interference, new construction or other environmental changes that may represent line of sight obstructions and affect cellular signal levels, a signal booster may be required after initial site walk and cellular signal measurements. Once the installation of charging station(s) has been completed, the functionality of the wireless network capabilities will be retested and verified to be within acceptable criteria established by the charging station manufacturer. If at that time or any time thereafter it is determined that signal booster equipment is required, a separate quote will be provided. • This proposal assumes that the integrity of all existing circuitry and electrical systems is intact, all circuits and electrical that are to remain are to code, and are operational. Any additional labor and material to fix or repair the previously mentioned will be billed on a time and material basis at $88.50/hr. + material. • Installation cost are based on prevailing wage requirements. INITIALS DATE -24- Video Voice Data Communications I VoltaiC Division 1 12681 Pala Drive, Garden Grove, CA 92841 Print Date: January 17, 2018 75A-41 _1 . LTA IC Project #-.73-727.4 NOTE1: The cost for this quotation is guaranteed for up to 30 days of the quotation date. We reserve the right to withdraw from this proposal at anytime. Any cancellations or terminations to this agreement maybe settled upon costs and other related expenses already incurred towards this agreement. NOTE2: Payment Terms: Upon execution of agreement we will beinvoicing for the total cost of charging station orders (if any) and a deposit amount of 15r of the cost,of constructionrinstallation (labor and. materials, combined) of which payments are due as commencement of the project or otherwise negotiated. The remaining balance will be invoiced upon final inspections from all relative authorities having jurisdiction and activation of charging stations. Non -deposit payments, and remaining -balance payment terms are net -thirty (30) days. A purchase order will be immediately sent to the manufacturer for delivery of any charging hardware, but may take 7 to 10 business days to arrive to the desired shipping address. Any cancelations or changes to executed orders will result In a 28Y restocking and processing fee and additional shipping charges by the manufacturer at the customer's expense. Shipping and handling charges are nonrefundable. INITIALS DATE CUSTOMERSIGNATURE OF APPROVAL NAME(PRINT) DESIRED CHARGING UNIT SHIPPING ADDRESS: (Please select one) DATE ❑ Please ship to on-site location (indicated above). ❑ Please ship to the nearest WD (Video Voice Data Communications) I Voltaic Division warehouse at no additional cost for storage. ❑ Other. OTHER DESIRED SHIPPING ADDRESS (PLEASE PRINT) ATTENTIONTO Written by: Brian Sung 1714-206-1048 1 brian.sung@vvdcomm.net I Certified ChargePaint O&M Partner #86827905/#23161367 -25- Video Voice Data Communications I Voltaic Division 112681 Pala Drive, Garden Grove, CA 92841 Print Date: January 17, 2018 75A-42 E L&EL3CNAAGING Vl GTATLONLOCATION 1 I CITY OF SANTA ANA EVCS: VICINITY MAP A N NOTTOSCALE CITY OF SANTA ANA EVCS 09/11/17 LOCATION: Ito �� LTA I C VIDEO VOICE DATA COMMUNuTIONS SEE SITE MAP VOLTAIC DN4I0N DIVISION IM1 PAIR DAM, WWGUI GROVE. CA9:841 75A-43 • aul,. z ice? Ufa The Taco l ,So.tal Q N Oj 1 7' �yGeneal R i• W Ott .j �4r k _ 114 ai. �j 1ji'l F r z SfDals i,i,sx_t.? nge tYou�nty r Santa Ana Public LI ar U or Court Central._ f WY { { .£ j t • +*art � P 'ft _ r�l+•6[� i 4,. • x n r 1 P � { N � e 4 ?Y.FA ��'- ROSS,ANNEX.ffi �• ' p "i City Hall of Santa Ana`'i•-:.^N•a�,+•-aAt;-, H 9 ` D { V • y. • �� • k t ry • I�,i P Oran a County t , r • _ Y .,.A fit' + z public Law Library e "� 11 t �A _i ClV16tCE T �" Ee •�� 5. 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PRDIERNAME: DAIS CITY OF SANTA ANA EVCS 09/15/17 munON: SEE SITE MAP LTA I C vIDEO VDICEDRACOMMDNIG 0Y9 vouucomstory CIP4910N 4bd1 PAIA OANT, GARDEN GADVE, CA 91341 75A-50 EXHIBIT B CHARGEPOINT ASSURE TERMS AND CONDITIONS OF SERVICE 75A-51 CHARGEPOINT ASSURE TERMS AND CONDITIONS OF SERVICE Welcome to ChargePolnt Assure. ChargePoint Assure Is a full service maintenance and support program designed specifically for ChargePoint customers. 1. WHAT IS COVERED: With ChargePolnt Assure, ChargePolnt agrees to do each of the following: a. Ensure that all parts are provided and labor is performed, on-site H necessary, to correct any defect in the materials or workmanship of electric vehicle charging stations purchased from ChargePoint, Inc., or its representatives ("Charging Stations") In a prompt and professional manner. b. Provide remote, automated monitoring of your Charging Stations. c. Perform triage with respect to any Charging Station that may be defective. d. Coordinate all repairs necessary to have your Charging Station back up and running. e. Ensure that you are provided response no later than one business day from the date ChargePoint becomes aware of an Issue. f. Begin onsite repairs within one business day from the delivery of any parts required to fix your Charging Station. g. ChargePoint will provide software moves, adds and changes at no additional cost h. ChargePoint guarantees a 98% annual station uptime with a prorated refund of up to the annual station Assure maintenance fee for outages caused by station hardware or software failures in excess of 2% annually I. ChargePoint will provide standard monthly summary and quarterly detailed station usage and performance metrics. J. ChargePolnt will cover the labor portion of non -cosmetic station repairs caused by vandalism, auto accidents or excessive wear and tear. 2. WHAT IS NOT COVERED: ChargePoint undertakes no responsibility with respect to repairing, replacing, monitoring or servicing anything other than your Charging Stations. This means, for example, that ChargePoint is not responsible for the physical mounting and electrical wiring of your Charging Stations or for the performance of any cellular or WI -FI repeaters or other devices installed In connection with your Charging Stations. 3. CUSTOMER RESPONSIBILITIES: In order to perform Its obligations under ChargePoint Assure, ChargePoint needs your cooperation. Specifically, you agree to: a. Provide reasonable access to ChargePolnt or Its designee as necessary for the performance of ChargePolnt's obligations. b. Permit ChargePoint to access the Charging Stations remotely by maintaining a separately purchased Cloud Services subscription necessary for remote access. C. Maintain your premises in accordance with all applicable laws, rules and regulations. d. Keep the areas in which Charging Stations are located in a clean, safe and orderly condition, to at least the same standard as you customarily use to maintain the remainder of your premises. e. Promptly notify ChargePoint of any suspected defect with a Charging Station. 4. WHO IS ELIGIBLE FOR CHARGEPOINT ASSURE?: ChargePoint Assure Is only available to purchasers of Charging Stations who either: 1) use a ChargePolnt Operations and Maintenance Partner ('O&M Partner") to install their Charging Stations or 2) successfully complete a site validation as described below. a. ChargePolnt O&M Partner Installation. For information on how to contact a ChargePolnt O&M Partner, please contact your ChargePoint sales representative or authorized ChargePolnt reseller for more details. 70-0010124113 Ch319ePolnL Lee. 11692 DO Ave I Campbell, CA 96008-0901 USA 400.841.4500 or tolliree 877.370.3802 I Info@rhargepolnLcorn I a .chargepclmcoro Copoght 02015 ChargePalhd. Ina —A1 rights reserved. CHARGEPO W Is a U.S. regislarad trademark/servlce mark. All olhsr products or services mehljoned are the Vedemarl, , service marks, registered trademarks or registered servke maks of (hair asleeclive owners. 75A-52 -tchargepoh* b. Site Validation: If you do not use an 0&M Partner to Install your Charging Station, you still will be eligible for ChargePolnt Assure after your installation has been validated by ChargePolnt or an authorized third party. The purpose of the site validation Is to ensure that your Charging Stations were Installed correctly, in accordance with ChargePoint's recommended specifications and operational requirements. Site validations require the payment of ChargePolnt's then current fee, charged on a "per site" basis. For these purposes, a "site" is defined as any group of Charging Stations whose circuits are terminated at the same power panel. 5. EXCLUSIONS FROM COVERAGE: ChargePoint's obligations under ChargePolnt Assure shall not apply to defects or service repairs resulting from the following: a. Cosmetic damage such as scratches and dents. b. Normal aging. C. Except as provided In 10) above, abuse, vandalism, damage or other problems caused by accidents or negligence (Including but not limited to physical damage from being struck by a vehicle), or use of the Charging Station in a way other than as specified In the applicable Charge Point documentation. d. Installation, alteration, modif cation or relocation of the Charging Station that was not approved In writing by ChargePolnt, performed by an O&M Partner or validated In the manner described above. e. Use of the Charging Station with software, Interfacing, parts or supplies not supplied by ChargePolnt. f. Damage as a result of extreme power surge, extreme electromagnetic field or any other acts of nature. In addition ChargePoint's obligations under ChargePolnt Assure shall not apply to any Charging Station that was not Installed by a ChargePoint O&M Partner or a ChargePolnt certified Installer pursuant to the provisions of Section 4 of these Terms and Conditions. 6. CONTACT INFORMATION: If at any time turning the tern of your coverage of ChargePolnt Assure you believe you have a defective Charging Station, contact Customer Service at 1-877-850-4562 or sunoortnc.charoeooint.com. 7. SERVICE TERM: If you comply with the Installation requirements described in Section 4, you will receive, at no -cost, ChargePolnt Assure coverage that will replace your standard ChargePoint Warranty and will last for the remainder of the standard Warranty period, If any. You may purchase extensions to your ChargePoint Assure coverage. The extension period will begin on the dale your standard Exchange Warranty expires or, If applicable, the date that any extensions to ChargePoint Assure coverage that you have previously purchased expire. Please contact your ChargePolnt sales representative or authorized ChargePolnt reseller for more details. B. PAYMENTS: ChargePoint will send you an Invoice for any extended ChargePoint Assure coverage that you order. Payment Is due within thirty (30) days of the invoice date. If you have purchased extended ChargePoint Assure and have chosen the annual payment option, ChargePoint will invoice each annual payment on the anniversary date of your Assure coverage. All payments shall be made In U.S. Dollars and may be made by check, wire transfer, ACH payment system or other means approved by ChargePoint. Customer may not offset any amounts due to ChargePolnt hereunder against amounts due to Customer under this Agreement or any other agreement. Fees payable to ChargePoint do not Include any Taxes, and Subscriber is responsible for any and all such Taxes. All payment obligations under this Agreement are noncancelable and non-refundable. Late payments shall be subject to a charge equal to the lesser of (t) one and one-half percent (1.5%) per month or (II) the maximum rate permitted by law. Customer will reimburse ChargePoint for afforneys' tees and other expenses reasonably incurred by ChargePolnt In the collection of any late payments. If any amount owing by you under this Agreement is more than thirty (30) days overdue, ChargePoint may, without otherwise limiting ChargePoint's rights or remedies, (a) terminate this Agreement and (b) refuse to provide ChargePoint Assure coverage until ChargePolnt has received payment in full. 9. TRANSFERS: Your ChargePolnt Assure coverage applies only to the Charging Stations and Installation site for which it was purchased. If you sell or otherwise transfer your Charging Stations, your ChargePolnt Assure coverage may not be transferred without ChargePolnt's prior written consent. 70401012-01-3 ChargePdnL Inc. 11602 Dell Ave I Campbell, CA 9500MOOl USA 406.861.4500 a Ior4rea 877370.380211nfo®chargepa1nLcom I w .chargepdntcan Copydghtc02015 ChomoPoN4 I=—A5 rights resorvod. CWGEPOINr is a U.S. registered badamark/servlco mark. M aUa proEeUs or services mentioned ere M tmdemaks, eeMce marks, regiate,ed vademarks or laglstered service maks of theirmawec s«mars. 75A-53 -chargepoin+ 10. REPLACEMENT PARTS AND STATIONS: Replacement parts or charging stations provided by ChargePoint under ChargePoint Assure may be remanufactured or reconditioned parts or Charging Stations or, If the exact Charging Statlon Is no longer manufactured by ChargePoint, a Charging Station with substantially similar functionality. All replaced parts and Charging Stations, whether under warranty or not, become the property of ChargePoint. Any replacement parts or Charging Stations so fumished will be covered by ChargePclnt Assure for the remainder of your ChargePoint Assure coverage or ninety (00) days from the date of delivery of such replacement parts or Charging Stations, whichever is later. 11. LIMITS ON LIABILITY: This section limits ChargePolnt's liability under ChargePoint Assure. Please read it carefully. a. CHARGEPOINT IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST BUSINESS, LOST DATA, LOSS OF USE, OR COST OF COVER INCURRED BY YOU ARISING OUT OF OR RELATED TO YOUR PURCHASE OR USE OF, OR INABILITY TO USE, THE CHARGING STATION, UNDER ANY THEORY OF LIABILITY, WHETHER IN AN ACTION IN CONTRACT, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE) OR OTHER LEGAL OR EQUITABLE THEORY, EVEN IF CHARGEPOINT KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, THE CUMULATIVE LIABILITY OF CHARGEPOINT FOR ALL CLAIMS WHATSOEVER RELATED TO PERFORMANCE BY CHARGEPOINT OF ITS OBLIGATIONS UNDER CHARGEPOINT ASSURE WILL NOT EXCEED THE PRICE YOU PAID FOR CHARGEPOINT ASSURE. THE LIMITATIONS SET FORTH HEREIN ARE INTENDED TO LIMIT THE LIABILITY OF CHARGEPOINT AND SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. b. Some states or jurlsdictions do not allow the exclusion or limitation of Incidental or consequential damages, so the above limitation or exclusion may not apply to you. 12. ARBITRATION: These ChargePoint Assure Terms and Conditions of Service are to be construed according to the laws of the State of California, excluding the provisions of the United Nations Convention on Contracts for the International Sale of Goods and any conflict of law provisions that would require application of another choice of law. Any dispute arising from or relating to these ChargePoint Assure Terms and Conditions of Service shall be arbitrated in Santa Clara, California. The arbitration shall be administered by JAMS in accordance with Its Comprehensive Arbitration Rules and Procedures, and judgment on any award may be entered In any court of competent jurisdiction. If the parties agree, a mediator may be consulted prior to arbitration. All claims shall be brought in the parties' Individual capacities, and not as a plaintiff or class member In any purported class or representative proceeding. 13. AMENDMENT OR MOFICIATION: These ChargePoint Assure Terms and Conditions of Service may not be amended or modified except pursuant to a writing executed by each of the parties, 14. WAIVER: The failure of either Party at any time to enforce any provision of this Agreement shall not be construed to be a waiver of the right of such Party to thereafter enforce that provision or any other provision or right. 15. FORCE MAJEURE: ChargePoint will not be liable for failure to perform any of Its obligations hereunder due to causes beyond Its reasonable control and occurring without its fault or negligence, Including but not limited to fire, Flood, earthquake or other natural disaster (Irrespective of ChargePoint's condition of any preparedness therefore); war, embargo; dot; strike; labor action; any lawful order, decree, or other directive of any government authority that prohibits ChargePoint from performing its obligations under this Agreement; material shortages; shortage of transport; and fallures of suppliers to deliver material or components in accordance with the terms of their contracts. 16. SEVERABILITY. Except as otherwise specifically provided herein, If any term or condition of this Agreement or the application thereof to either Party will to any extent be determined jointly by the Parties or by any judicial, governmental or simllar authority, to be Invalid or unenforceable, the remainder of this Agreement, or the application 70-00101MIi ChargePolm, Inc. 11642 Dell Ave I Campbell, CA 98008-0001 USA 40a.ai1.4500 or to04ree 87].370.38021 Info@chargercclnt.com I t~chargepoinl.cOm Copyrlght02016Charglcotnt.Ina—AB rights reserved. CHARGEPOINT is a US. registered tretlemark/seMca mark. All other products or6erv10e5 menifoned are the trademarks, service masks, reglsfered trademarks or reglmered send0e marks of their mapeclive ovmers. 75A-54 -chargepoin* of such term or provision to this Agreement, the Parties or circumstances other than those as to which It Is determined to be Invalid or unenforceable, will not be affected thereby. 17. ASSIGNMENT. You may not assign any of Its rights or obllgatlons hereunder, whether by operation of law or otherwise, without the prior written consent of ChargePoint. In the event of any purported assignment In breach of this Section 17, ChargePoint shall be entitled, at Its sole discretion, to terminate these ChargePoint Assure Terms and Conditions of Service by providing written notice to you. Subject to the foregoing, this Agreement shall bind and Inure to the benefit of the parties, their respective successors and permitted assigns. ChargePoint may assign Its rights and obligations under this Agreement. 18. ENTIRE AGREEMENT. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes and cancels all previous and contemporaneous agreements, negotlatfons, commitments, understandings, representations and writings. To the extent of any conflict or Inconsistency between these ChargePoint Assure Terms and Conditions of Service and any purchase order, the Agreement shall prevail. 19. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which, taken together, shall constitute but one and the same document. 70-001012-01-3 CNrgePolnl, [no. 11892 Dell Ave I Campbell, CA 95008-0901 USA 408.8414500 or bllhee 877.370.380211nfo®chorgepolntcom IsvwmchamepelnLcom Col 02015 Cborgelsoint me— NI 6014, reserved. CFWiGEPOINr Is a U.S. registered Irsdereo!W NII mark. NI oMe, products or soMces mentoneiere roe trademarks, source marks, repstered trodemars or re9lstered service madrs of met respective my om 75A-55 EXHIBIT C ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ("additional insureds") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective this endorsement form as a part of Policy # Issued to Named Insured Countersigned by Authorized Representative 75A-56 CHARGEPOINT® MASTER SERVICES AND SUBSCRIPTION AGREEMENT IMPORTANT: THIS MASTER SERVICES AND SUBSCRIPTION AGREEMENT IS A 'LEGAL AGREEMENT BETWEEN YOU OR THE CORPORATION, PARTNERSHIP OR OTHER LEGAL ENTITY YOU REPRESENT ("SUBSCRIBER") AND CHARGEPOINT, INC., A DELAWARE CORPORATION ("CPI"). PLEASE READ IT CAREFULLY. BY USING ANY OF THE CHARGEPOINT SERVICES, YOU INDICATE YOUR ACCEPTANCE OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS AND CONDITIONS, DO NOT USE ANY CHARGEPOINT SERVICES. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A CORPORATION, PARTNERSHIP OR, OTHER LEGAL ENTITY, THAT ENTITY REPRESENTS THAT YOU HAVE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS. IF YOU DO NOT HAVE SUCH AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, YOU MAY NOT ENTER INTO THIS AGREEMENT AND SUCH ENTITY MAY NOT USE THE CHARGEPOINT SERVICES. 1. AGREEMENT. 1.1 SCOPE OF AGREEMENT. This Agreement governs the following activities: any; (a) Provisioning of Subscriber's Charging Station(s),,if any, on ChargePoint; (b) Activation and use of the ChargePoint Services on Subscriber's Charging Station(s), if (c) Subscriber's use of the APIs as part of the ChargePoint Services; (d) Each grant of Rights by Subscriber; and (e) Each grant of Rights by a third party to Subscriber. 1.2 EXHIBITS AND PRIVACY POLICY. This Agreement includes the CPI Privacy Policyas amended from time to time, and the following Exhibits, Which are made_ a part of, and are hereby incorporated into, this Agreement by reference. Exhibit 1: Flex Billing Terms Exhibit 2: API Terms Exhibit 3: Terms Regarding'Granting and Receipt of Rights In the event of any conflict between the terms of this Agreement on the one hand, and the Privacy in any Exhibit or the Privacy Policy shall have the same meaning as in this Agreement. 2. DEFINITIONS. The following terms shall have the definitions set forth below when used d_ in this Agreement: 2.1 "AAR/late" means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity., "Control", for purposes of this definition, means direct or indirect ownership or control of fifty percent (50%) or more of the voting interests of the subject entity. 2.2 "APIs" rneans,.individually or collectively, the application programming interfaces which are made available to Subscriber from time to time, as and when updated by CPI. 2.3 "ChargePoint Connections" shall have the meaning ascribed to it in'the applicable data sheet. The term ChargePoint Connections shall also mean any successor service provided by CPI. 76x§ 2.4 "ChargePoint®" means the open -platform network of electric vehicle charging stations and the vehicle charging applications the network delivers, that Is operated and maintained by CPI (as defined below) in order to provide various services to, among others, Subscriber and its employees. 2.5 "ChargePoint Services" means, collectively, the various cloud services offerings (including, without limitation, APIs and application service plans) made available for subscription by CPI. 2.6 "ChargePolntApplicatlon" means any of the applications established and maintained by CPI which will allow Subscriber to access ChargePoint Services. 2.7 "Charging Station" means the electric vehicle charging station(s) purchased by Subscriber, whether manufactured by CPI or by a CPI authorized entity, which are registered and activated on ChargePoint. 2.8 "Content" means all data collected or maintained by CPI in connection with the operation of ChargePoint. 2.9 "CPI Marks" means the various trademarks, service marks, trade names, logos, domain names, and other distinctive brand features and designations used in connection with ChargePoint and/or CPI manufactured Charging Stations, including without limitation, ChargePoint. 2.10 "CPlProperW means (i) ChargePoint, (ii) the Charge Point Services (including all Content), (til) all data generated or collected by CPI in connection with the operation of ChargePoint and ChargePoint Services, (iv) the CPI Marks, (v) the ChargePoint Cards, and (vi) all other CPI -supplied material developed or provided by CPI for Subscriber use in connection with the ChargePoint Services. 2.11 "Documentation" means written information (whether contained in user or technical manuals, product materials, specifications or otherwise) pertaining to ChargePoint Services and/or ChargePoint and made available from time to time by CPI to Subscriber in any manner (including on-line). 2.12 "Effective Date" means the earlier of (a) the date that Subscriber electronically accepts this Agreement, or (b) the date of Subscriber's first use of the ChargePoint Services. 2.13 "Intellectual Property Rights" means all intellectual property rights, including, without limitation, patents, patent applications, patent rights, trademarks, trademark applications, trade names, service marks, service mark applications, copyrights, copyright applications, franchises, licenses, inventories, know-how, trade secrets, Subscriber lists, proprietary processes and formulae, all source and object code, algorithms, architecture, structure, display screens, layouts, inventions, development tools and all documentation and media constituting, describing or relating to the above, including, without limitation, manuals, memoranda and records. 2.14 "Malicious Code" means viruses, worms, time bombs, Trojan horses and all other forms of malicious code, including without limitation, malware, spyware, files, scripts, agents or programs. 2.15 "Party" means each of CPI and Subscriber. 2.16 "P11" means personally identifiable Information regarding Subscriber or a User (e.g., name, address, email address, phone number or credit card number) that can be used to uniquely identify, contact or locate Subscriber or such User. 2.17 "Provisioning" means activating Charging Stations, warrantees and Service Plans on ChargePoint 2.18 "Rights" means the rights, authorizations, privileges, actions, Information and settings within the ChargePoint Services which a Rights Grantor grants to an Rights Grantee, to enable such Rights Grantee to access, obtain and use certain portions of the ChargePoint Services and certain Information available therein in the course of providing services to or on behalf of such Rights Grantor in connection Page 2 of 18 75A-58 with one or more of the Rights Grantor's Charging Stations. A Rights Grantor shall be deemed to have granted Rights to the entity that will be responsible for creating Subscriber's account and Provisioning Subscriber's Charging Stations. Such deemed grant may be terminated by Subscriber at any time, 2.19 "ServicePlan(s)"means subscription plans to the Charge Point Services which are offered and sold by CPI from time to time, which vary according to their features, privileges and pricing. 2.20 "Subscriber" means the City of Santa Ana, 2.21 "Subscriber Content and Services" means any content and/or services that a Subscriber provides or makes available to Users and/or the general public in connection with the ChargePoint Services, other than Content, ChargePoint Services and CPI Property. 2.22 "Subscriber Marks" means the various trademarks, service marks, trade names, logos, domain names, and other distinctive brand features and designations used by Subscriber in connection with its business and/or Charging Stations. 2.23 "Subscriptlon Fees" means the fees payable by Subscriber for subscribing to any ChargePoint Services. 2.24 'Taxes" shall mean all present and future taxes, imposts, levies, assessments, duties or charges of whatsoever nature Including without limitation any withholding taxes, sales taxes, use taxes, service taxes, value added or similar taxes at the rate applicable for the time being imposed by any national or local government, taxing authority, regulatory agency or other entity together with any penalty payable In connection with any failure to pay or any delay in paying any of the same and any Interest thereon. 2.25 'Token(s)" means the serialized proof of purchase of a Service Plan that is used by CPI In connection with enabling Services and/or provisioning Charging Stations. 2.26 "User" means any person using a Charging Station. 3. AVAILABLE CHARGEPOINT SERVICES & SERVICE PLANS, AdescriptionofthevariousChargePoint Services and Service Plans currently available for subscription is located on the CPI website. CPI may make other ChargePoint Services and/or Service Plans available from time to time, and may amend the features or benefits offered with respect to any ChargePoint Service or Service Plan at any time and from time to time. Subscription Fees are based on Subscriber's choice of Service Plan and not on actual usage of the Subscription. 4�CPI'S-RESPONSIBIL-ITIES-AND-AGREEMEN-TSS-------------- 4.1 OPERATION OF CHARGEPOINT. CPI agrees to provide and shall be solely responsible for: (i) provisioning and operating, maintaining, administering and supporting ChargePoint and related infrastructure (other than Subscriber's Charging Stations and infrastructure for transmitting data from Charging Stations to any ChargePoint operations center); (ii) provisioning and operating, maintaining, administering and supporting the ChargePoint Applications; and (iii) operating ChargePoint in compliance with all applicable laws. CPI will protect the confidentiality and security of PH in accordance with all applicable laws and regulations and the CPI Privacy Policy and acknowledges that it is responsible for the security of "cardholder data" (as that term is defined for purposes of the Payment Card Industry— Data Security Standards), if any, that CPI possesses, otherwise stores, processes or transmits on behalf of Subscriber or for any impact, if any, on the security of Subscriber's cardholder data environment. 4.2 LIMITATIONS ON RESPONSIBLITY. CPI shall not be responsible for, and makes no representation or warranty with respect to the following: (1) specific location(s) or number of Charging Stations now, or in the future, owned, operated and/or installed by persons otherthan Subscriber, or the Page 3 of 18 75A-59 total number of Charging Stations that comprise ChargePoint; (il) continuous availability of electrical service to any of Subscriber's Charging Stations; (lil) continuous availability of any wireless or cellular communications network or Internet service provider network necessary for the continued operation by CPI of ChargePoint; (iv) availability of or Interruption of the ChargePoint Network attributable to unauthorized intrusions; and/or (v) charging stations that are not registered with and activated on the ChargePoint Network. 5. SUBSCRIBER'S RESPONSIBILITIES AND AGREEMENTS. 5.1 GENERAL. (a) All use of ChargePoint and ChargePoint Services by Subscriber, Its employees and agents and Its grantees of Rights shall comply with this Agreement and all of the rules, limitations and policies of CPI set forth In the Documentation. All ChargePoint Services account details, passwords, keys, etc. are granted to Subscriber solely for Subscriber's own use (and the use of its grantees of Rights), and Subscribershall keep all such items secure and confidential. Subscriber shall make best efforts to prevent any unauthorized access to or use of ChargePoint or ChargePoint Services via Subscriber's Charging Stations, ChargePoint Services account(s) or other equipment, Subscriber shall immediately notify CPI upon becoming aware of any such unauthorized use. (b) Subscriber shall be solely responsible for: (i) Provisioning of its Charging Stations, If any; (ii) keeping Subscriber's contact information, email address forthe receipt of notices hereunder, and billing address for invoices both accurate and up to date; (iii) updating on the applicable ChargePoint Application, within five (5) business days, the location to which any of Subscriber's Charging Stations are moved; (1v) the maintenance, service, repair and/or replacement of Subscriber's Charging Stations as needed, including informing CPI of the existence of any Charging Stations that are non -operational and not intended to be replaced or repaired by Subscriber; and (v) compliance with all applicable laws. (c) Subscriber shall deliver in full all benefits promised to Users by Subscriber in exchange for such Users connecting with Subscriber using ChargePoint Connections. 5.2 REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER. Subscriber represents and warrants to CPI that: (i) it has the power and authority to enter into and be bound by this Agreement and shall have the power and authority to install the Charging Stations and any other electrical vehicle charging products which are registered and activated on the ChargePoint Network); (il) the electrical usage to be consumed by Subscriber's Charging Stations will not violate or otherwise conflict with the terms and conditions of any applicable electrical purchase or other agreement including, without limitation, any —lease; to-which-Subscriber-isaparty;antl-(iii)-it-ha n-otlnstalimd-mrattach-ed-aM-Will-MlMt-alloy attach Charging Stations on or to infrastructure not owned by Subscriber without proper authority, or in a manner that will block any easement or right of way. 5.3 CHARGEPOINT CARDS. Subscriber may be permitted by CPI, in CPI's sole discretion, to obtain CPI -provisioned radio-frequency identification cards ("ChargePoint Cards") which enable the individual card recipients to access and use ChargePoint. Subscriber may distribute such ChargePoint Cardsto individuals, and each individual ChargePoint Card recipient is responsible for activating his or her ChargePoint Card on ChargePoint directly with CPI on the CPI web site. In no event will Subscriber create any separate ChargePoint accounts for any ChargePoint Card recipients or other third parties, nor will Subscriber create anonymous ChargePoint accounts associated with any ChargePoint Card. 5.4 USE RESTRICTIONS AND LIMITATIONS. Subscriber shall not: (a) sell, resell, license, rent, lease or otherwise transfer the ChargePoint Services or any Content therein to any third party; Page 4 of 18 75A-60 (b) interfere with or disrupt the ChargePoint Services, servers, or networks connected to the ChargePoint Services, or disobey any requirements, procedures, policies, or regulations of networks connected to the ChargePoint Services; (c) restrict or inhibit any other user from using and enjoying the ChargePoint Services or any other CPI services; (d) attempt to gain unauthorized access to the ChargePoint Network or the ChargePoint Services or related systems or networks or any data contained therein, or access or use ChargePoint or ChargePoint Services through any technology or means other than those provided or expressly authorized by CPI; (e) create any ChargePoint Services user account by automated means or under false or fraudulent pretenses, or impersonate another person or entity on ChargePoint, or obtain or attempt to obtain multiple keys for the same URL; (f) reverse engineer, decompile or otherwise attempt to extract the source code of the ChargePoint Services or any part thereof, or any Charging Station, except to the extent expressly permitted or required by applicable law; (g) create derivative works based on any CPI Property, (h) remove, conceal or cover the CPI Marks or any other markings, labels, legends, trademarks, or trade names installed or placed on the Charging Stations or any peripheral equipment for use in connection with Subscriber's Charging Stations; (i) except as otherwise expressly permitted by this Agreement or In any applicable data sheet relating to a ChargePoint Service, copy, frame or mirror any part of the ChargePoint Services or ChargePoint Content, other than copying or framing on Subscriber's own intranets or otherwise solely for Subscriber's own internal business use and purposes; (j) access ChargePoint, any ChargePoint Application or the ChargePoint Services for the purpose of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purpose, or for any improper purpose whatsoever, including, without limitation, in order to build a competitive product or service or copy any features, functions, interface, graphics or "look and feel,' (k) use any robot, spider, site search/retrieval application, or other device to retrieve or Index any portion of the ChargePoint Services or Content or collect information about ChargePoint users for any unauthorized purpose; (1) upload, transmit or introduce any Malicious Code to ChargePoint or ChargePoint Services; (m) use any of the ChargePoint Services If Subscriber is a person barred from such use under the laws of the United States or of any other jurisdiction; or (n) use the ChargePoint Services to upload, post, display, transmit or otherwise make available (A) any inappropriate, defamatory, obscene, or unlawful content; (B) any content that infringes any patent, trademark, copyright, trade secret or other proprietary right of any party; (C) any messages, communication or other content that promotes pyramid schemes, chain letters, constitutes disruptive commercial messages or advertisements, or is prohibited by applicable law, the Agreement or the Documentation. Page 5 of 18 75A-61 5.5 CONTENT. (a) ChargePoint Content (Including but not limited to Charging Station data and status) is provided for planning purposes only. Subscriber may find that various events may mean actual Charging Station conditions (such as availability or pricing) differ from what is set forth in the Content. In addition, certain Charging Station -related Content, including Charging Station name and use restrictions, is set by the Charging Station owner and is not verified by CPI. Subscriber should exercise judgment in Subscriber's use of the Content, (b) Certain Content may be provided under license from third parties and is subject to copyright and other intellectual property rights of such third parties. Subscriber may be held liable for any unauthorized copying or disclosure of such third party -supplied Content. Subscriber's use of such Content may be subject to additional restrictions set forth in the Documentation. (c) Subscriber shall not copy, modify, alter, translate, amend, or publicly display any of the Content except as expressly permitted by the Documentation. Subscriber shall not present any portion of the Content in any manner, that would (1) make such Content false, inaccurate or misleading, (ii) falsify or delete any author attributions or labels of the origin or source of Content, or (iii) indicate or suggest that the Charging Station locations provided as part of the Content are anything other than ChargePoint' Network Charging Stations. (d) Subscriber shall not remove, obscure, or alter in any manner any proprietary rights notices (including copyright and trademark notices), warnings, links or other notifications that appear in the ChargePoint Service. 6. SUBSCRIPTION FEES AND PAYMENT TERMS. 6.1 SUBSCRIPTION FEES. Subscriber shall pay all Subscription Fees within thirty (30) days of its receipt of CPI's invoice. All payments shall be made in U.S. Dollars bycheck, wire transfer, ACH payment system or other means approved by CPI. Customer may not offset any amounts due to CPI hereunder against amounts due to Customer under this Agreement or any other agreement. Fees payable to CPI do not include any Taxes, and Subscriber is responsible for any and all such Taxes. All payment obligations under this Agreement are non -cancelable and non-refundable. 6.2 LATE PAYMENTS. If any amount owing by Subscriber under this Agreement is more than thirty (30) days overdue, CPI may, without otherwise limiting CPI's rights or remedies, (a) terminate this �Agree�;(b suspend -the use bySubscriber ofThe Cha�ge-PomfServices WE sucamounts are pai In - -""" --- full, and/or (c) condition future ChargePoint Service renewals and other Subscriber purchases on payment terms other than those set forth herein; provided that CPI shall not exercise any such rights if Subscriber has reasonably disputed such charges and is cooperating diligently In good faith to resolve the dispute. 7. INTELLECTUAL PROPERTY RIGHTS AND LICENSES. 7.1 CPI PROPERTY. As between CPI and Subscriber, CPI retains and reserves all right, title and interest (including all related Intellectual Property Rights) In and to the CPI Property and any Improvements thereto. No rights are granted to Subscriber in the CPI Property hereunder except as expressly set forth in this Agreement. 7.2 SUBSCRIBER PROPERTY. As between CPI and Subscriber, Subscriber retains and reserves all right, title and interest (including all related Intellectual Property Rights) in and to (1) all Subscriber Marks and (ii) all Subscriber Content and Services (collectively, the "Subscriber Property"). No rights are granted to CPI in the Subscriber Property hereunder except as expressly set forth In this Agreement. Page 6 of 18 75A-62 7.3 LIMITED LICENSE TO SUBSCRIBER. CPI hereby grants to Subscriber a royalty -free, non - assignable, non -transferable, and non-exclusive license to use the CPI Property solely in accordance with the terms of this Agreement (including without limitation all limitations and restrictions on such use) to the extent necessary for Subscriber to access, use and receive the ChargePoint Services as permitted herein. 7.4 LIMITED LICENSE TO CPI. Subscriber hereby grants to CPI a non -assignable, non- transferable, and non-exclusive license to use the Subscriber Property solely in accordance with the terms of this Agreement (including without limitation all limitations and restrictions on such use) to the extent necessary for CPI to provide the ChargePoint Services. CPI may utilize the Subscriber Marks to advertise that Subscriber is using the ChargePoint Services. The foregoing license Includes a perpetual and irrevocable right of CPI to reproduce, adapt, modify, translate, publicly perform, publicly display and distribute all Subscriber Content and Services submitted, posted or displayed by Subscriber in the ChargePoint Services, solely for the purpose of enabling CPI to operate, market and promote the ChargePoint Services, and to index and serve such Subscriber Content and Services as search results through ChargePoint Services. CPI shall have a royalty -free, worldwide, transferable, sublicensable, irrevocable perpetual license to use or incorporate in the ChargePoint Services any suggestions, enhancement requests, recommendations or other feedback provided by Subscriber or Subscriber Rights Grantees relating to the ChargePoint Services. 7.5 ADDITIONAL TERMS REGARDING CPI MARKS. (a) USE LIMITATIONS. Subscriber shall display the CPI Marks in connection with Subscriber Charging Stations as required in this Agreement during the term of Subscriber's Service Plan. Subscriber shall not use any of the CPI Marks for or with any products other than its Charging Stations. From time to time, CPI may provide updated CPI Mark usage guidelines on the ChargePoint Application or elsewhere in the Documentation, and Subscribershall thereafter complywith such updated guidelines. For any use of the CPI Mark not authorized by such guidelines, or if no such guidelines are provided, then for each initial use of the CPI Mark, Subscriber must obtain CPI's prior written consent, which shall not be unreasonably withheld or delayed, and after such consent is obtained, Subscriber may use the CPI Mark in the approved manner, All use by Subscriber of CPI's Marks (including any goodwill associated therewith) will inure to the benefit of CPI. (b) PROHIBITIONS. Subscriber shall not use or display any CPI Mark (or any likeness of a CPI Mark): (i)-o-A-paiLof the-tamelindQr-mchicb-%jbscribees-b.usiness-Isconducted-oun_—_._...._ connection with the name of a business of Subscriber or its Affiliates; (ii) in any manner that (x) implies a relationship or affiliation with CPI other than as described under the Agreement, (y) implies any sponsorship or endorsement by CPI, or (z) can be reasonably interpreted to suggest that any Subscriber Content and Services has been authored by, or represents the views or opinions of CPI or CPI personnel; (iii) in any manner intended to disparage CPI, ChargePoint, or the ChargePoint Services, or in a manner that is misleading, defamatory, infringing, libelous, disparaging, obscene or otherwise objectionable to CPI; (iv) in any manner that violates any law or regulation; or (v) that is distorted or altered in any way (including squeezing, stretching, Inverting, discoloring, etc.) from the original form provided by CPI. Page 7 of 18 75A-63 (c) NO REGISTRATION OF CPI MARKS. Subscriber shall not, directly or indirectly, register or apply for, or cause to be registered or applied for, any CPI Marks or any patent, trademark, service mark, copyright, trade name, domain name or registered design that is substantially or confusingly similarto a CPI Mark, patent, trademark, service mark, copyright, trade name, domain name or registered design of CPI, or that is licensed to, connected with or derived from confidential, material or proprietary information imparted to or licensed to Subscriber by CPI. At no time will Subscriber challenge or assist others to challenge the CPI Marks (except to the extent such restriction is prohibited by law) or the registration thereof by CPI. (d) TERMINATION AND CESSATION OF USE OF CPi MARKS. Upon termination of this Agreement, Subscriber will immediately discontinue all use and display of all CPI Marks. 8. LIMITATIONS OF LIABILITY. 8.1 DISCLAIMER OF WARRANTIES. CHARGEPOINT AND THE CHARGEPOINT SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" FOR SUBSCRIBER'S USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. WITHOUT LIMITING THE FOREGOING, CPI DOES NOT WARRANT THAT (A) SUBSCRIBER'S USE OF THE CHARGEPOINT SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, FREE FROM ERROR, OR MEET SUBSCRIBER'S REQUIREMENTS; (B) ALL CONTENT AND OTHER INFORMATION OBTAINED BY SUBSCRIBER FROM OR IN CONNECTION WITH THE CHARGEPOINT SERVICES WILL BE ACCURATE AND RELIABLE; (C) ALL DEFECTS IN THE OPERATION OR FUNCTIONALITY OF THE CHARGEPOINT SERVICES WILL BE CORRECTED. ALL CONTENT OBTAINED THROUGH THE CHARGEPOINT SERVICES IS OBTAINED AT SUBSCRIBER'S OWN DISCRETION AND RISK, AND SUBSCRIBER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO SUBSCRIBER'S COMPUTER SYSTEM OR OTHER DEVICE, LOSS OF DATA, OR ANY OTHER DAMAGE OR INJURY THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH CONTENT. 8.2 EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES. REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL CPI BE LIABLE FOR ANY LOST REVENUE OR PROFIT, LOST OR DAMAGED DATA, BUSINESS INTERRUPTION, LOSS OF CAPITAL, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY OR WHETHER ARISING OUT OF THE USE OF OR INABILITY TO USE THE CHARGEPOINT NETWORK, ANY CHARGEPOINT SERVICES, THIS AGREEMENT, A GRANT OR RECEIPT OF RIGHTS OR OTHERWISE OR BASED ON ANY EXPRESSED, IMPLIED OR CLAIMED WARRANTIES BY SUBSCRIBER NOTSPECIFICALLY SET FORTH IN THIS AGREEMENT. 8.3 ELECTRICAL, CELLULAR AND INTERNET SERVICE INTERRUPTIONS. Neither CPI nor Subscriber shall have any liability whatsoever to the other with respect to damages caused by: (!)electrical outages, power surges, brown -outs, utility load management or any other similar electrical service interruptions, whatever the cause; (!I) interruptions in wireless or cellular service linking Charging Stations to ChargePoint; (I!!) interruptions attributable to unauthorized ChargePoint Network intrusions; (iv) interruptions in services provided by any Internet service provider not affiliated with CPI; or (v) the inability of a Charging Station to access ChargePoint as a result of any change in product offerings (including, without limitation, the any network upgrade or introduction of any "next generation" services) by any wireless or cellular carrier. This includes the loss of data resulting from such electrical, wireless, cellular or Internet service interruptions. 8.4 INTENTIONALLY OMITTED. 8.5 CELLULAR CARRIER LIABILITY. IN ORDER TO DELIVER THE CHARGEPONT SERVICES, CPI HAS ENTERED INTO CONTRACTS WITH ONE OR MORE UNDERLYING WIRELESS SERVICE CARRIERS (THE Page 8 of 18 75A-64 "UNDERLYING CARRIER"). SUBSCRIBER HAS NO CONTRACTUAL RELATIONSHIP WITH THE UNDERLYING CARRIER AND SUBSCRIBER IS NOTA THIRD PARTY BENEFICIARY OF ANY AGREEMENT BETWEEN CPI AND THE UNDERLYING CARRIER. SUBSCRIBER UNDERSTANDS AND AGREES THAT THE UNDERLYING CARRIER HAS NO LIABILITY OF ANY KIND TO SUBSCRIBER, WHETHER FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE. SUBSCRIBER HAS NO PROPERTY RIGHT IN ANY NUMBER ASSIGNED TO IT, AND UNDERSTANDS THATANY SUCH NUMBER CAN BE CHANGED. SUBSCRIBER UNDERSTANDS THAT CPI AND THE UNDERLYING CARRIER CANNOT GUARANTEE THE SECURITY OF WIRELESS TRANSMISSIONS, AND WILL NOT BE LIABLE FOR ANY LACK OF SECURITY RELATING TO THE USE OF THE CHARGEPOINT SERVICES. 8.6 ADDITIONAL RIGHTS. BECAUSE SOME STATES OR JURISDICITONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES AND/OR TME DISCLAIMER OF IMPLIED WARRANTIES ASSET FORTH IN THIS SECTION 8, ONE OR MORE OF THE ABOVE LIMITATIONS MAY NOT APPLY; PROVIDED THAT, IN SUCH INSTANCES, CPI'S LIABILTY AND/OR IMPLIED WARRANTIES GRANTED IN SUCH CASES SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BYAPPLICABLE LAW. 9. TERM AND TERMINATION. 9.1 TERM OF AGREEMENT. This Agreement shall become effective on the Effective Date and shall continue until the expiration of all of Subscriber's Service Plans. 9.2 SERVICE PLAN TERM. Each Service Plan acquired by Subscriber shall commence as follows: Each Service Plan acquired for use with a new Charging Station will commence on the earlier to occur of (1) the date of Provisioning such new Charging Station, or (11) one year from the date the Token(s) necessary for Provisioning such new Charging Station is made available to Subscriber or its installer. Renewals of Service Plans will commence on the date of the expiration of the Subscription being renewed. Each Subscriber Service Plan shall continue for the applicable duration thereof, unless this Agreement is terminated earlier in accordance with its terms. 9.3 TERMINATION BY CPI. (a) This Agreement may be immediately terminated by CPI: (i) if Subscriber is in material breach of any of its obligations under this Agreement, and has not cured such breach within thirty (30) days (or within five (5) days in the case of any payment default) of Subscriber's receipt of written notice thereof; (ii) Subscriber becomes the subject of a petition in bankruptcy or any other proceeding related to insolvency, receivership, liquidation or an assignment for the benefit of creditors; (iii) upon the determination by any regulatory body that the subject matter of this Agreement is subject to any governmental-regulatory-authorizatton-oT-review-that-imposesadditiorFal-costs-of-duing-bustn-a urF-------"-' - CPI; or (iv) as otherwise explicitly provided in this Agreement. Regardless of whether Subscriber Is then In breach, CPI may, in its reasonable discretion, determine that it will not accept any renewal by Subscriber of its subscription to ChargePoint Services. In such case, this Agreement shall terminate upon the later of the expiration of all of Subscriber's subscriptions to ChargePoint Services. (b) CPI may in its discretion suspend Subscriber's continuing access to the ChargePoint Services or any portion thereof if (A) Subscriber has breached any provision of this Agreement, or has acted in manner that indicates that Subscriber does not intend to, or is unable to, comply with any provision of this Agreement; (B) such suspension is required by law (for example, due to a change to the law governing the provision of the ChargePoint Services); or (c) providing the ChargePoint Services to Subscriber could create a security risk or material technical burden as reasonably determined by CPI. Page 9 of 18 75A-65 9.4 TERMINATION BY SUBSCRIBER. This Agreement may be immediately terminated by Subscriber without prejudice to any other remedy of Subscriber at law or equity: (1) if CPI is in material breach of any of its obligations under this Agreement, and has not cured such breach within thirty (30) days of the date of Its receipt of written notice thereof, or (11) CPI becomes the subject of a petition in bankruptcy or any other proceeding related to insolvency, receivership, liquidation or an assignment for the benefit of creditors. 9.5 REFUND OR PAYMENT UPON TERMINATION. Upon any termination of this Agreement for cause by Subscriber pursuant to Section 9.4(i) or by CPI pursuant to Section 9.3(a)(HI), CPI shall refund to Subscriber a pro -rata portion of any pre -paid Subscription Fees based upon the remaining Service Plan term. Upon any termination for any other reason, Subscriber shall not be entitled to any refund of any Subscription Fees as a result of such termination. In no event shall any termination relieve Subscriber of any unpaid Subscription Fees due CPI for the Service Plan term in which the termination occurs or any prior Service Plan term. 9.6 SURVIVAL. Those provisions dealing with the Intellectual Property Rights of CPI, limitations of liability and disclaimers, restrictions of warranty, Applicable Law and those other provisions which by their nature or terms are intended to survive the termination of this Agreement will remain in full force and effect as between the Parties hereto regardless of the termination of this Agreement. 10. INTENTIONALLY OMITTED. 11. GENERAL. 11.1 AMENDMENT OR MODIFICATION. CPI reserves the right to modify this Agreement from time to time. CPI will provide notice of each such modification to Subscriber. Subscriber's continued use of the ChargePoint Services following such notice will constitute an acceptance of the modified Agreement. 11.2 WAIVER. The failure of either Party at any time to enforce any provision of this Agreement shall not be construed to be a waiver of the right of such Party to thereafter enforce that provision or any other provision or right. 11.3 FORCEMAJEURE. Except with respect to payment obligations, neither CPI nor Subscriber will be liable for failure to perform any of its obligations hereunder due to causes beyond such party's reasonable control and occurring without its fault or negligence, including but not limited to fire, flood, earthquake or other natural disaster (irrespective of such Party's condition of any preparedness tnererore), war, embargo; not; stnxe; labor action; any lawful order, decree, or other directive of any government authority that prohibits a Party from performing its obligations under this Agreement; material shortages; shortage of transport, and failures of suppliers to deliver material or components in accordance with the terms of their contracts. 11.4 ARBITRATION. This Agreement is to be construed according to the laws of the State of California, excluding the provisions of the United Nations Convention on Contracts for the International Sale of Goods and any conflict of law provisions that would require application of another choice of law. Except with respect to any matter relating to Subscriber's violation of the intellectual property rights of CPI, any dispute arising from or relating to this Agreement shall be arbitrated in Orange County, California. The arbitration shall be administered by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures, and judgment on any award may be entered In any court of competent jurisdiction, If the Parties agree, a mediator may be consulted prior to arbitration. All claims shall be brought in the parties' individual capacity, and not as a plaintiff orclass memberin any purported class or representative proceeding. With respect to any matter relating to the intellectual property rights of CPI, such claim may Page 10 of 1B 75A-66 be litigated in a court of competent jurisdiction. The prevailing party in any dispute arising out of this Agreement shall be entitled to reasonable attorneys' fees and costs. 11.5 NOTICE TO CALIFORNIA CUSTOMERS. (a) California's Low Carbon Fuel Standard ("LCFS") was enacted to ensure that the mix of fuels sold by California oil refiners and distributers meets applicable greenhouse gas emissions targets. California has a statewide goal to reduce carbon intensity of transportation fuels by at least 10% by 2020. (b) The ChargePoint Network can track the fueling of electric vehicles, which positively contributes to reducing California's carbon intensity. If applicable reporting requirements are Met, LCFS credits are issued by the California Air Resources Board. An available LCFS credit may be claimed by certain owners and operators of electric vehicle charging stations, including both Subscriber and CPI. However, the LCFS credits are only available to one party, meaning any available credits may be claimed by either Subscriber or CPI, but not by both. CPI intends to claim available LCFS credits generated from use of the Charging Stations, but will not claim any available LCFS credits that Subscriber intends to claim. If Subscriber intends to claim the LCFS credits, it must engage in the reporting and other administrative obligations necessary to generate such credits. (c) Subscriber agrees that it will provide CPI with written notice of its intent to claim LCFS credits within ten (10) days of the date of the Effective Date. If Subscriber does not currently intend to claim the LCFS credits, but desires to do so at any time in the future, Subscriber, may, by providing written notice to CPI, elect to claim LCFS credits generated thirty (30) days or more after the date of such notice. Subscriber represents and warrants to CPI that, in the absence of providing written notice, Subscriber will not claim any LCFS credits. All notices shall be provided by email to CPI at lefsnotification(@chargepoint.com. 11.6 NOTICE TO OREGON CUSTOMERS (a) Oregon's Clean Fuel Program ("OCFP") was created with the purpose of reducing greenhouse gas emissions in the transportation sector. (b) The fueling of electric vehicles, and the operation of the ChargePoint Network, contributes to reducing Oregon's greenhouse gas emissions and is eligible for OCFP credits, which are issued by the Oregon Department of Environmental Quality. By reporting the amount of electric vehicle fueling, ChargePoint is able to help Oregon track the growing use of electric vehicles in the state, for which ChargePoint will receive OCFP credits. (c) An available OCFP credit may be claimed by certain owners and operators of electric vehicle charging stations, including both Subscriber and CPI. However, the OCFP credits are only available to one party. This means any available credits may be claimed by either Subscriber or CPI, but not by both. CPI intends to claim available OCFP credits generated from use of the Charging Stations, but will not claim any available OCFP credits that Subscriber intends to claim. (d) Subscriber agrees that it will provide CPI with written notice of its intent to claim OCFP credits within ten (10) days of the date of the Effective Date. If Subscriber does not currently Intend to claim the OCFP credits, but desires to do so at any time in the future, Subscriber may, by providing written notice to CPI, elect to claim OCFP credits generated thirty (30) days or more after the date of such notice. Subscriber represents and warrants to CPI that, in the absence of providing written notice, Subscriber will not claim any OCFP credits. All notices shall be provided by email to CPI at Icfsnotification@char¢epoint.com. Page 11 of 18 75A-67 11.7 NOTICES. Other than the notices required in Sections 11.5 and 11.6, any notice required or permitted by this Agreement shall be sent (a) if by CPI, via electronic mail to the address indicated by Subscriber in Subscriber's ChargePoint Services account; or (b) if by Subscriber, via electronic mail to mssa 0cha reeooint.com. 11.8 INJUNCTIVE RELIEF. Subscriber acknowledges that damages for improper use of the ChargePoint Services may be irreparable; therefore, CPI is entitled to seek equitable relief, including but not limited to preliminary injunction and injunction, in addition to all other remedies. 11.9 SEVERABILITY. Except as otherwise specifically provided herein, if any term or condition of this Agreement or the application thereof to either Party will to any extent be determined jointly by the Parties or by any judicial, governmental or similar authority, to be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to this Agreement, the Parties or circumstances other than those as to which it is determined to be invalid or unenforceable, will not be affected thereby. 11.10 ASSIGNMENT. Subscriber may not assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of CPI (not to be unreasonably withheld). In the event of any purported assignment in breach of this Section, CPI shall be entitled, at its sole discretion, to terminate this Agreement upon written notice given to Subscriber. Subject to the foregoing; this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. CPI may assign its rights and obligations under this Agreement. 11.11 NO AGENCY OR PARTNERSHIP. CPI, In the performance of this Agreement, is an independent contractor. In performing its obligations under this Agreement, CPI shall maintain complete control over its employees, its subcontractors and its operations. No partnership, joint venture or agency relationship is intended by CPI and Subscriber to be created by this Agreement. Neither Party has any right or authority to assume or create any obligations of any kind or to make any representation or warranty on behalf of the other Party, whether express or implied, or to bind the other Party in any respect whatsoever. 11.12 ENTIRE AGREEMENT. This Agreement (including the attached Exhibits) contains the entire agreement between the Parties with respect to the subject matter hereof and supersedes and cancels all previous and contemporaneous agreements, negotiations, commitments, understandings, representations and writings. All purchase orders issued by Subscriber shall state that such purchase orders are subject to all of the terms and conditions of this Agreement, and contain no other term other —thanthe-typeof_Secvice.Plan,.the_number_of_ChargingStations-for _which_such_ServiceP_lan.is_ordered,_the . term of such Service Plans and applicable Subscription Fees. To the extent of any conflict or inconsistency between the terms and conditions of this Agreement and any purchase order, the Agreement shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in any other documentation shall be incorporated into or form any part of this Agreement, and all such purported terms and conditions shall be null and void. 11.13 COPYRIGHT POLICIES. It is CPI's policy to respond to notices of alleged copyright infringement that comply with applicable international intellectual property law (including, in the United States, the Digital Millennium Copyright Act) and to terminate the accounts of repeat infringers. 11.14 THIRD PARTY RESOURCES. The ChargePoint Services may include hyperlinks to other websites or resources. CPI has no control over anyweb sites or resources that are provided by companies or persons other than CPI. Subscriber acknowledges and agrees that CPI is not responsible for the availability of any such web sites or resources, CPI does not endorse any advertising, products or other materials on or available from such web sites or resources, and CPI is not liable for any loss or damage Page 12 of 18 75A-68 that may be incurred by Subscriber as a result of any reliance placed by Subscriber on the completeness, accuracy or existence of any advertising, products, or other materials on, or available from, such websites or resources. 11.15 COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which, taken together, shall constitute but one and the same document. 11.16 ENGLISH LANGUAGE AGREEMENT GOVERNS. Where CPI has provided Subscriber with a translation of the English language version of this Agreement, Subscriber agrees that the translation is provided for Subscriber's convenience only and that the English language version of this Agreement governs Subscriber's relationship with CPI. If there is any conflict between the English language version of this Agreement and such translation, the English language version will prevail. Subscriber: Name'. Title: Date: Address: AS TO FORM Attorney Page 13 of 18 ChargePoint,Inc. Name: Jonathan Kaplan Title: General Counsel Date: Address: 254 E. Hacienda Ave Campbell, CA 95008 75A-69 EXHIBIT 1 FLEX BILLING TERMS This Exhibit sets forth certain additional terms and conditions ("Flex Billing Terms") pursuant to which Subscriber may charge Users fees for the use of Subscrlber's Charging Stations. In order to charge such fees, Subscriber must subscribe to a Service Plan that includes CPI's management, collection and/or processing services related to such fees ("Flex Billing"). 1. DEFINITIONS. The following additional defined terms shall apply to these Flex Billing Terms: 1.1 "CPI Fees" means a fee, currently equal to ten percent (10%) of Session Fees, charged for a particular Session. CPI Fees are charged by CPI in exchange for its collection and processing of Session Fees on behalf of Subscriber. CPI will provide Subscriber with thirty (30) days prior written notice (which may include, without limitation, notice provided by CPI through its regular newsletter to Subscriber) of any increase in CPI Fees. 1.2 "Net Session Fees" means the total amount of Session Fees collected on behalf of the Subscriber by CPI, less CPI Fees and Taxes, if any, required by law to be collected by CPI from Users In connection with the use of Charging Stations. Except as required by law, Subscriber shall be responsible for the payment of all Taxes incurred in connection with use of Subscribers Charging Stations. 1.3 "Session" or "Charging Session" means the period of time during which a User uses Subscribers Charging Station to charge his or her electric vehicle for a continuous period of time not less than two (2) minutes commencing when a User has accessed such Charging Station and ending when such User has terminated such access. 1.4 "Session Fees" means the fees set by the Subscriber for a Charging Session, inclusive of any applicable Taxes. 2. FLEX -BILLING SERVICE FOR CHARGING STATIONS. 2.1. SESSION FEES. Subscriber shall have sole authority to determine and set in real-time Session Fees. Subscriber shall be solely responsible for determining and charging Session Fees in compliance with all applicable laws and regulations (Including without limitation any restriction on Subscribers use of per -kWh pricing). Subscriber acknowledges that CPI is not responsible for informing SiJbscribero ereto,a�n CPI widnot a is etoSuscn eroranyt third for any alleged or actual failure of Subscriber to comply with such applicable laws and regulations. 2.2 DEDUCTIONS FROM SESSION FEES. In exchange for CPI collecting Session Fees on behalf of the Subscriber, the Subscriber hereby authorizes CPI to deduct from all Session Fees collected: (1) CPI Fees and (ii) to the extent required by Section 3, applicable Taxes. 2.3 PAYMENT TO SUBSCRIBER OF NET SESSION FEES. CPI shall remit Net Session Fees to Subscriber not more than thirty (30) days after the end of each calendar month as directed by Subscriber from time to time through the applicable ChargePoint Services. Notwithstanding the foregoing, no such payment will be required if at the end of any calendar month the amount due to Subscriber hereunder is less than fifty U.S. Dollars ($So), except in connection with the expiration or termination of this Agreement. In no event shall CPI remit amounts due to Subscriber, regardless of the amount then due, later than thirty (30) days following the end of each calendar quarter. Page 14 of 18 75A-70 3. TAXES. Subscriber is responsible for the payment of all Taxes Incurred in connection with Session Fees; provided that CPI is solely responsible for all Taxes assessable based on CPI's income, property and employees. Where CPI is required by law to collect and/or remit the Taxes for which Subscriber is responsible, the appropriate amount shall be invoiced to Subscriber and deducted by CPI from Session Fees, unless Subscriber has otherwise provided CPI with a valid tax or regulatory exemption certificate or authorization from the appropriate taxing or regulatory authority. Page 15 of 18 75A-71 EXHIBIT 2 API TERMS This Exhibit sets forth certain additional terms and conditions ("API Terms") governing Subscriber's use of the APIs in connection with Subscriber's use of the ChargePoint Services. The API Terms are part of the Agreement, and all such use of the APIs remains subject to the Agreement terms. 1. ADDITIONAL DEFINITIONS. The following additional definitions shall apply to the API Terms. 1.1 "API Implementation" means a Subscriber software application or website that uses any of the APIs to obtain and display Content in conjunction with Subscriber Content and Services. 1.2 "API Documentation" means all Documentation containing instructions, restrictions or guidelines regarding the APIs or the use thereof, as amended and/or supplemented by CPI from time to time. 1.3 "CPiSIte Terms" means the Terms and Conditions displayed on CPI's website, governing use of CPI's website and the ChargePoint Services by visitors who are not Service Plan subscribers. 2. API USE. Subscriber may use the APIs as and to the extent permitted by Subscriber's Service Plan and the API Documentation, subject to the terms and conditions of the Agreement. 2.1 AVAILABLE APIs AND FUNCTION CALLS. The APIs give Subscriber access to information through a set of function calls. The particular APIs and API function calls made available by CPI from time to time (and the Content available through such APIs and function calls) will be limited by Subscriber's Service Plan, and Subscriber's particular Service Plan may not Include all APIs and function calls then available from CPI, 2.2 USE AND DISPLAY OF CONTENT. Subscriber is permitted to access, use and publicly. display the Content with Subscriber Content and Services in Subscriber's API Implementation, subject to the following requirements and limitations. (a) All Charging Station locations provided to Subscriber as part of the Content shall be clearly identified by Subscriber in Subscriber's API Implementation as ChargePoint° Network Charging Stations and shall contain the Brand Identifiers required by the API Documentation. In no event shall Subscriber's API Implementation identify or imply that any Charging Station is a part of any network of charging stations other than ChargePoint. (b) Subscriber shall keep the Content used by Subscriber's API Implementation current with Content obtained with the APIs to within every forty eight (48) hours. (c) Content provided to Subscriber through the APIs may contain the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of CPI's business partners and/or other third party rights holders of Content indexed by CPI, which may not be deleted or altered in any manner. (d) Subscriber shall not: Page 16 of 18 75A-72 (1) pre -fetch, cache, or store any Content, except that Subscriber may store limited amounts of Content for the purpose of improving the performance of Subscriber's API Implementation if Subscriber does so temporarily, securely, and in a mannerthat does not permit use of the Content outside of the ChargePoint Service; (ii) hide or mask from CPI the identity of Subscribers service utilizing the APIs, including by failing to follow the identification conventions listed in the API Documentation; or (iii) defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others. 2.3 REQUIRED INFORMATION. Subscriber must: (a) display to all viewers and users of Subscriber's API Implementation the link to the CPI Site Terms and Conditions as presented through the ChargePoint Services or described in the Documentation; (b) explicitly state in the use terms governing Subscribers API Implementation that, by using Subscribers API Implementation, such viewers and users are agreeing to be bound by the CPI Site Terms; and (c) Include in Subscribers API Implementation, and abide by, a privacy policy complying will all applicable laws; and (d) comply with all applicable laws designed to protectthe privacy and legal rights of users of Subscribers AN Implementation. 2.4 REPORTING. Subscriber must implement reporting mechanisms, if any, that CPI requires in the API Documentation. 3. CPI BRANDING REQUIREMENTS AND RESTRICTIONS. 3.1 MANDATORY CPI BRANDING. Subject to Section 3.2 below and the restrictions on use of CPI Marks set forth In the Agreement, Subscriber agrees that each Dage comorising Subscribers API state that Subscribers application or website is provided, in part, through the ChargePoint Services. 3.2 RESTRICTIONS. Subscribershall not: (a) display any CPI Mark as the most prominent element on any page in Subscribers API Implementation or Subscribers website (except as used in connection with the display of Charging Stations); or (b) display any CPI Mark anywhere in Subscriber's API Implementation or on Subscribers website if Subscribers API Implementation or website contains or displays adult content or promotes Illegal activities, gambling, or the sale of tobacco or alcohol to persons under twenty-one (21) years of age. Page 17 of 18 75A-73 EXHIBIT 3 TERMS REGARDING GRANTING OF RIGHTS This Exhibit sets forth certain additional terms and conditions applicable to Rights Grantors and Rights Grantees regarding the granting of Rights ("Rights Terms"). The Rights Terms are part of the Agreement, and all use of the ChargePoint Services permitted pursuant to the Rights Terms remains subject to the Agreement. 1. ADDITIONAL DEFINITIONS. The following additional, definitions shall apply. 1.1 "Rights Grantor" means Subscriber. 1.2 "Rights Grantee" means a any person to whom Subscriber has granted Rights. For purposes of this Agreement, a Subscriber shall be deemed to have granted Rights to the entity assisting Subscriber with creating its account and initiating Subscriber's access to Services. 2. TERMS. This Section governs Subscriber's granting of Rights as a Rights Grantor Z.1 LIMITED RIGHTS. A Rights Grantee's right to access and use the ChargePoint Services for and on behalf of a Rights Grantor Is limited to the specific Rights granted by such Rights Grantor to such Rights Grantee. Such Rights maybe limited according to the Service Plan(s) subscribed to by Subscriber. Subscriber may revoke Rights, or any portion thereof, it has granted to a Rights Grantee at will and such Rights will thereafter by terminated with respect to such Rights Grantee. In no event may Subscriber grant Rights in excess of those provided to it through the Service Plan(s) to which it has subscribed. 2.2 RESPONSIBILITY FOR AUTHORIZED USER. All use of the ChargePoint Services by a Rights Grantee exercising Rights granted by Subscriber shall be subject to the terms and conditions of the Agreement (including without limitation Subscriber's Indemnification obligation pursuant to Section 10 thereof). Subscriber shall be responsible for the actions, omissions, or performance of such Rights Grantee while exercising any such Rights, as if such action, omission or performance had been committed by Subscriber directly. 2.3 NO AGREEMENT. Subscriber acknowledges and agrees that the ChargePoint Services merely enable a Rights Grantor to extend Rights to Rights Grantees. The mere extension of such Rights by a Rights Grantorto a Rights Grantee does not constitute an agreement between Rights Grantor and the Rights Grantee with respect to the granted Rights or the exercise of such Rights by the Riehts Grantee. CPI does not. either through the terms of the Agreement or the provision of ChargePoint Services undertake to provide any such agreement. It Is the responsibility of the Rights Grantor and the Rights Grantee to enter into such an agreement on terms mutually acceptable to each. CPI expressly undertakes no liability with respect to such an agreement and Rights Grantor fully and unconditionally releases CPI from any liability arising out of such an agreement. Further Rights Grantor agrees to Indemnifyand hold CPI, its officers, directors, agents, affiliates, distribution partners, licensors and suppliers harmless from and against any and all claims, actions, proceedings, costs, liabilities, losses and expenses (including, but not limited to, reasonable attorneys' fees) (collectively, "Claims") suffered or incurred by such indemnified parties resulting from or arising out of such agreement. Page 18 of 18 75A-74 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: FEBRUARY 6, 2018 TITLE: PUBLIC HEARING — ZONING ORDINANCE AMENDMENT NO. 2018-01 TO AMEND CERTAIN SECTIONS OF CHAPTER 41 OF THE SANTA ANA MUNICIPAL CODE — CITY OF SANTA ANA, APPLICANT (STRATEGIC PLAN NO. 3,2) CITY M RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: r-T"j10T00WW ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2"d Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Adopt an ordinance approving Zoning Ordinance Amendment No. 2018-01. PLANNING COMMISSION ACTION At its regular meeting on January 22, 2018, the Planning Commission by a vote of 6:0 (Nguyen absent) recommended that the City Council adopt an ordinance approving Zoning Ordinance Amendment No. 2018-01 to amend certain sections of Chapter 41 of the Santa Ana Municipal Code (SAMC) to allow churches in the Professional (P) and South Main Street Commercial (C- SM) zoning districts. The Planning Commission recommended adoption of the proposed zoning ordinance amendment with no changes as outlined in the attached staff report (Exhibit A). The City is proposing to amend Chapter 41 of the SAMC to allow churches and accessory church buildings as a conditionally permitted use in the Professional (P) and South Main Street Commercial zoning ,districts (C -SM). This modification will make the P and C -SM zones consistent with the Al, R1, R2, R3, R4 and C5 zones, which allow churches and accessory church buildings with a Conditional Use Permit. Further it will treat churches similar to other assembly uses allowed in the P and C -SM zones, making the zoning code consistent with Federal Laws. Finally, the proposed amendments will update and bring the City's zoning code into compliance with the Religious Land Use and Institutionalized Persons Act (RLUIPA), which protects churches and other religious institutions from unduly burdensome, unreasonable or discriminatory zoning or other land use regulations. 7513-1 Zoning Ordinance Amendment No. 2018-01 — Amend Chapter 41 of the SAMC Relating to Churches February 6, 2018 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #3 - Economic Development, Objective #2 (create new opportunities for business/job growth and encourage private development through new General Plan and Zoning Ordinance policies). FISCAL IMPACT There is no fiscal impact associated with this action. Candida Neal, AICP Acting Executive Director Planning & Building Agency AN:rb S:\RFCA\02-06-18\PBA2018.01 Amend Sec 41 SAMC-Churches.cc Exhibit: A. Planning Commission Staff Report B. Ordinance 75B-2 REQUEST FOR Planning Commission Action PLANNING COMMISSION MEETING OATE: JANUARY22,1018 TITLE; PUBLIC HEARING — FILED BY Ti SECTI iNS,OF CHAT MUNICIPAL CODE ( Preparod by Ann .Hsin-An;NI Acling Execoliva Dire r� ul PLANNING COMMISSION SECRETARY', , PFROW-D El As Reccrnnrar ded L'i As Amended rj Sal P011c. He rinq ror DENIED i Applicahr!�Re quant. LJ �ke91� �iFkGC7111 TfleC+Cc"i€IiPTI C NTINQC`}10 Acting Pl `,rrnfng , nagor Recommend that the City Gbit Nt?. 2618-01 1 tq revise qe, ain (SAMC) 'to allow churches in zoning districts: Executive Summer Staff has completed b and 8ccosst)ry church district as well as in the a 0 currently churches and accessory rhurch'bulldinrgs are not allowed 'In the Professional Main Street Co riMeroial (C -CM) zoning districts, Changes in Federal laws, in ca decision by Federal Courts, have forced cities to take a look at how churches are treate arld code, Since Santa. Ana's Approach to religious Institutions has not changed in 30years, modification' need to be made to comply with now laws. The proposed changes will allow churches and accessory' City's goal to treat commercial zoning r EXHIBIT A 75B-3 This will help advance the srnbly uses in the City's u3ra�n 0rclingo6e Amendmerit No.,201 8-01 - �tan�iary.22t �p1 Page 2: h t Fear t tf i pe i t i ng chapter41 �O e, AAMC Tie a ndii�et t ldshfified i t Vv i the third of s veCat aiYl idrrrents that ilii 1 r�aarid< the 'C de Uritit lhs �a ne i Its update i w r . a �w x , r rc h ar aiucs-? Winn t'`rrr16 ull( afe 66kYimeftras, tE ; Rii[2Y 7riJ Orovido� A, brtpf Churches Britt adedyhrildtngsctien 41-1a. ri ariri tT}'. 75B-4 Zoning Ordinance a&m7lMt m@� k 18 . . . 'Page 3 . _ # H§lnAn «..... %qJ : +4a& ' b]( ), Pfo«Q¢brOft 01rditiancd. 75B-5 ORDINANCE NG, NS�XX THE, CITY QQtJNCtL Or THr-'�;ITY OF SANTA,,ANA E��-OR AN A DO,� S FOLLOWS; st€anA fin 0 m 4173,185,end rid 41 - Asoallo-q-& Section 41.313. .Uaes Subject tia condltlaMal u5o perrMt1h the P 00trici-of SIAMC is hereby pmond e -d to i0d. tts follow'. Sec. 4143'13.x, -'Uses, stibloot to a ed nil iti 6nal us4 porm I t In the P dietrict, The fbilowino may ba.0armitted iri the P district, subject to the issuance 0a doMitional use,permit, ExkIBIT I Ordinance. Nti, N8-)tx Rage lbf 4 75B-6 p. Convalescent hospitals, nursing homes, rest homes and extended -rare facilities, c. Trade and prpfessional schools, d. Health clubs and OYMOasifts- e, Recrelfional'qr entertainmentjj$as if -harried on 0,1:66hionction With any the uses - dified in cla spa of s6cflon 41-513 8 M 'AmiJu4nce and emergency madicaj rbs; on, se sprOpes,, i. lehdatclsset forth in , section 41 A R9 110 11 k, Adultdaycard facilities, I., -CIIJ",fraternitles and lodges, t. sail bofidusbs, subject ib devslopmerit and: operation standards 80tfQrth in section -:$�66flon 4 'lection 41-522 -(South Main Commercial DrIstridt) of SAID C is herpby atr orjoeo 16 read as follow. See, 01 522.. Uses subject to a Onditional Use permi(In the. C -SM district, Ordinince No, NS.o, Page 2 914, 75B-7 l"he oifayairrg uses may be "pormitked it) the Stilt dis#r'(ct §.uh)ebt to the issuoi'a of deindi#ignal use pdrmft: ra tukrs,lp0gesen( fraternal'qrganizrtionls, t), outdgor and indoor r-perbOdnal Qr en#ertaininent uses includlnq night blribe :r ## r ih r h e t fprt r irj 00pi 1 c, Hota(s,, metetsk to ,ging h009es4 .Wre h6rires, Ft°at rrtiy ki rrzs s ;arrd s toilty d. ilrrift arra rasa; =state anti ue;s(1aps rt+ cc�llegt tale stores,= caul pawr $heaps and')ktM% rn pauses:, e "ting esWblfshrraonts cep n at �hyMime befke66 the har_trs,pf' + nild, 1�ht. °end tz.tf'a rrtl.,and la.�i?.�sd v�iltC�tri dna h�rtit��d fifiy'f�:5tt3%t�zf tesiierrtr2illy za? art rar us4 ?rc"pe to e cured rrr preapert ttrre tc� k per4ICriar :.J..�phd otrrats:, 9-446011' 1*0teii. In t6dfr0rbt'yord dreg';, top No #p dYdPmertt ad:dPeretnal stdrlarts `het €nrtl� ; th s cti rrr 4,i . tgqA k. Autbroobligraga€r acrd.aritnrrr�r�il�s tviciirg; �•t7ti a.tvrh 1, hurch�s and a'ec�ssar� hr�rch tiuitd+rr'cs.: drdinan court .of S be, ADOPTED this',20'1` day Of February; ` 01B 75B-8 ml ,gr Ordinance No. NS Xx Page 3 of 4 Miguel A. Pulldo' W'yor ity 7Att y By: — 1-lsa Bt�f'clt Assisfant city Afforney AYM81<.oundlmem,6ers NO ounciln embers AS'i�rnclfnTPier NOT PRESEINT,. CourvIrrembers - CE RTIMATE OF ATTE8TA7noN'AN0 ORIGINALITY' mi Clay Of Santa Ani on 20,18 ;end M* sold brrllmlance Was published Ir c ordar r� wv th the harterbf the Qlcy of,Santa Aria tJata. Clens iTthe C6unQIJ pity int Santa aria Or€€inam-TJsr, NS--xu` Page 4 of 4 75B-9 75B-10 ORDINANCE NO. NS-XXXX AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING SECTIONS 41.313.5 AND 41- 522 OF CHAPTER 41 OF THE SANTA ANA MUNICIPAL CODE 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. Various sections within Chapter 41 of the Santa Ana Municipal Code (Zoning) have been revised periodically over the last several years to respond to changes in development, to adopt new permitting procedures, and to comply with changes to state and federal laws. In a continuing effort to establish high- quality development standards and to create a user-friendly environment for residents and the business community within the city, the Planning Division is proposing revisions to various sections of the Zoning Code. B. The proposed changes and additions to the Zoning Code will protect religious individuals and institutions and treat such uses similar to other assembly uses in the Professional (P) zoning district and the South Main Commercial (C -SM) zoning district while protecting the health, safety, and welfare of the city and limiting undue strain on the community. C. Zoning Amendment No. 2018-01 amends Sections 41-313.5 and 41-522 of Chapter 41 of the Santa Ana Municipal Code. D, On January 22, 2018, the Planning Commission held a duly noticed public hearing and voted to recommend that the City Council adopt Zoning Ordinance Amendment No. 2018-01 to amend Sections 41-313.5 and 41-522 of Chapter 41 of the Santa Ana Municipal Code (SAMC). 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 of the Charter of the City of Santa Ana. Any such restatement of existing provisions of the Code is not intended to, 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. Pursuant to the California Environmental Quality Act ("CEQA") and the State CEQA guidelines, the adoption of this ordinance is exempt from CEOA review pursuant to California Environmental Quality Act Section 15061(b)(3), and a Notice of Exemption will be filed upon adoption of this ordinance. Ordinance No, NS-xx Page t of 4 75B-11 Section 3. Section 41-.313.5 of the Santa Ana Municipal Code, uses subject to a conditional use permit in the Professional zoning district (P), is hereby amended to read as follows: Sec. 41-313.5. - Uses subject to a conditional use permit in the P district. The following may be permitted in the P district, subject to the issuance of a conditional use permit: a. Convalescent hospitals, nursing homes, rest homes and extended care facilities, b. Hospitals. c. Trade and professional schools. d. Health clubs and gymnasiums. e. Recreational or entertainment uses if carried on in conjunction with any of the uses specified in clauses (e), (f) and (k) of section 41-313. f. Ambulance and emergency medical response services. Non -freestanding commercial and service uses which are open at anytime between the hours of 12:00 midnight and 5:00 a.m., provided that such uses also meet the standards for commercial and service uses permitted under section 41-013, and further provided that such uses have less than twenty thousand (20,000) square feet of floor area. h. Eating establishments open at any between the hours of 12;00 midnight and 5:00 a.m. and located within one hundred fifty (160) feet of residentially zoned or used property; measured from property line to property line. i. Banquet facilities, subject to development and operational standards set forth in section 41-199.1. j. Banquet facilities as an ancillary use, subject to development and operational standards set forth in section 41-199.1. k. Adult day care facilities. I. Clubs, fraternities and lodges. m. Bail bond uses, subject to development and operation standards set forth in section 41-323. Ordinance No. NS-xx Page 2 of 4 75B-12 n. Churches and accessory church buildings. Section 4. Section 41-522 of the Santa Ana Municipal Code, uses subject to a conditional use permit in the C -SM zoning district (South Main Commercial District), is hereby amended to read as follows: Sec. 41-522. - Uses subject to a conditional use permit in the C -SM district. The following uses may be permitted in the C -SM district subject to the issuance of a conditional use permit: a. Clubs, lodges and fraternal organizations. b. Outdoor and indoor recreational or entertainment uses including night clubs, other than those set forth in section 41-521. c. Hotels, motels, lodging houses, care homes, fraternity houses and sorority houses. d. Thrift and resale stores, antique shops and collectable stores, excluding pawn shops and auction houses. e. Eating establishments open at any time between the hours of 12:00 midnight and 5:00 a.m. and located within one hundred fifty (150) feet of residentially zoned or used property, measured from property line to property line. f, Laundromats. g. Ancillary outdoor dining facilities located in the front yard area. h. Banquet facilities, subject to development and operational standards set forth in section 41-199.1. i. Banquet facilities as an ancillary use, subject to development and operational standards set forth in section 41-199.1. j. Automobile repair and automobile servicing. k. Retail markets having less than twenty thousand (20,000) square feet of floor area which are open at any time between the hours of 12:00 midnight and 5:00 a.m. I. Churches and accessory church buildings. Ordinance No. NS-xx Page 3 of 4 75B-13 Section 5, If any section, subsection, 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, or portions be declared invalid or unconstitutional. ADOPTED this day of APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By C -- Lisa Lisa Storck Assistant City Attorney AYES: NOES: ABSTAIN NOT PRESENT: Councilmembers Councilmembers Councilmembers Councilmembers Miguel A. Pulido Mayor 2018 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify the attached Ordinance No. NS-XXXX to be the original ordinance adopted by the City Council of the City of Santa Ana on , 2018, and that said ordinance was published in accordance with the Charter of the City of Santa Ana. Date: Clerk of the Council City of Santa Ana 75B-14 Ordinance No, NS-xx Page 4 of 4 February 6, 2018 City Council Meeting Correspondence WS -1. PRESENTATION BY PANEL ON RENT CONTROL / STABILIZATION Community Development Agency Date of Sendet/Representative Agency ` Corresp.. 2/1/2018 Julie Paule Western Manufactured Housing Communities wgendW2018 AgendaffAibits M Wanuface tured Housing Communities Association February 1, 2018 Mayor Miguel Pulido City of Santa Ana 20 Civic Center Plaza PC! Box 1988, M31 Santa Ana, CA 92701 Re: 2-6-18 Workshop Study on Rent Control Dear Mayor Pulido: Western Manufactured Housing Communities Association (WMA) is the oldest and largest statewide association of mobile home community owners and operators throughout California. We represent many communities in Santa Ana. We are pleased to submit our concerns about rent control, which the city council is studying and seeking input. WMA is always opposed to rent control or any government manipulation of rental housing pricing. We believe the free market is the only way to promote robust housing markets. Rent control is inherently unfair, erodes affordable housing, is divisive to your community and costly to administer. This housing policy should be soundly rejected. Rent control is inherently unfair. First, there is no means testing. When a city is administering a program for low-income residents and families, it requires an applicant to submit evidence or proof that income standards have been met and that the applicant is eligible to participate in the program. However, rent control is given to anyone who lives in a designated unit. They do not have to demonstrate need. And therefore, a millionaire would receive the same rent subsidy as a single mother with three children, who works two jobs just to make ends meet. Lack of affordable housing is a societal problem. As is public transportation, public education or meals and nutritional assistance. Programs to provide this aid are shouldered by all citizens across the 40335 Winchester Road, #E-185 1 Temocula, CA 92591 phone 951.784.2427 I email julieQpauleconsulting,com by Sw.yP2 There are many alternatives to rent control that have been presented to us by the California Apartment Association, Subsidy programs, housing task force and educational programs can bring together all stakeholders and address pressing housing issues. Disagreements are often worked out between parties privately and do not require government intervention or a costly program to administer. Thank you in advance for your thoughtful consideration of this issue and for considering all sides of those who will be impacted if the City of Santa Ana moves forward to implement rent control. Please feel free to contact me directly with any questions at julie@pauleconsulting.com or (951) 704-2427. Sincerely, Julie Paule, Regional Representative cc: Council Member Vicente Sarmiento, Ward 2 Council Member Michele Martinez, Mayor Pro Tem Council Member Jose Solorio, Ward 3 Council Member David Benavides, Ward 4 Council Member Juan Villegas, Ward 5 Council Member Sal Tinajero, Ward 6 WS -1-3 WS -1-4