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HomeMy WebLinkAbout FULL PACKET_2012-04-16MINUTES OF THE REGULAR MEETING OF THE CITY COUNCIL OF THE CITY OF SANTA ANA, CALIFORNIA APRIL 2, 2012 CLOSED SESSION MEETING CALLED TO ORDER COUNCIL CHAMBER 22 CIVIC CENTER PLAZA SANTA ANA, CA 5:09 P.M. ATTENDANCE COUNCILMEMBERS Present: CLAUDIA C. ALVAREZ, Mayor Pro Tern P. DAVID BENAVIDES CARLOS BUSTAMANTE MICHELE MARTINEZ VINCENT F. SARMIENTO (5:15 P.M.) SAL TINAJERO (5:25 P.M.) COUNCILMEMBERS Absent: MIGUEL PULIDO, Mayor STAFF Present: PAUL M. WALTERS, Interim City Manager JOSEPH STRAKA, Interim City Attorney MARIA D. HUIZAR, Clerk of the Council PUBLIC COMMENTS - None COUNCIL RECESSED to Room 147 for Closed Session discussion at 5:09 p.m. CLOSED SESSION ITEMS - The Brown Act permits legislative bodies to discuss certain matters without members of the public present. The City Council finds, based on advice from the City Attorney, that discussion in open session of the following matters will prejudice the position of the City in existing and anticipated litigation: 1A CONFERENCE WITH LEGAL COUNSEL--EXISTING LITIGATION pursuant to Government Code Section 54956.9(a) Alex Urtez vs. City of Santa Ana, WCAB Case No. ADJ7558319 Joseph Vasquez vs. City of Santa Ana, WCAB Case Nos. ADJ3519755; 3828884;4593096;1495837 CITY COUNCIL MINUTES APRIL 2, 2012 1 0A-1 Thomas Skelly vs. City of Santa Ana, WCAB Case No. ANA 324924; Case Settlement Request. Autum Koertgen vs. City of Santa Ana, Orange County Superior Court Case No. 30-2009-00332120 1B CONFERENCE WITH LABOR NEGOTIATOR pursuant to Government Code Section 54957.6 Agency Negotiators: Personnel Services Executive Director, Ed Raya Employee Organizations: Santa Ana Police Management Association (PMA) *Councilmember Martinez abstained on Item 1B due to a conflict of interest (campaign contribution) and left the room during discussion of this matter. 1 C CONFERENCE WITH LEGAL COUNSEL-THREAT OF LITIGATION pursuant to Government Code Section 54956.9(b) - One Case 1 D PUBLIC EMPLOYEE EMPLOYMENT AND APPOINTMENT pursuant to Government Code Section 54957(b)(1) Title: City Attorney Title: City Manager CLOSED SESSION REPORT - See Item 19A. for Report. ADJOURNED THE CLOSED SESSION MEETING AT 5:55 P.M. AND CONVENED TO THE REGULAR OPEN MEETING CITY COUNCIL MINUTES 2 APRIL 2, 2012 1 0A-2 REGULAR OPEN SESSION CALLED TO ORDER ATTENDANCE PLEDGE OF ALLEGIANCE INVOCATION PRESENTATIONS COUNCIL CHAMBER 22 CIVIC CENTER PLAZA SANTA ANA, CA 6:04 P.M. COUNCILMEMBERS Present: CLAUDIA C. ALVAREZ, Mayor Pro Tem P. DAVID BENAVIDES CARLOS BUSTAMANTE MICHELE MARTINEZ VINCENT F. SARMIENTO SAL TINAJERO COUNCILMEMBERS Absent: MIGUEL PULIDO, Mayor STAFF Present: PAUL M. WALTERS, Interim City Manager JOSEPH STRAKA, Interim City Attorney MARIA D. HUIZAR, Clerk of the Council Councilmember Tinajero Councilmember Benavides EMPLOYEE SERVICE AWARDS presented by MAYOR PRO TEM ALVAREZ to: 20 YEARS OF SERVICE Carolyn E. Richard, Workers' Compensation Administrator, Personnel Services Ruben Ibarra, Police Lieutenant, Police Department 25 YEARS OF SERVICE 30 YEARS OF SERVICE Pablo A. Sarabia, Police Officer, Police Department Patrick McHugh, Fire Engineer, Fire Department CITY COUNCIL MINUTES 3 APRIL 2, 2012 1 0A-3 Joseph M. Rodriguez, Community Preservation Inspector, Planning & Building Agency 40 YEARS OF SERVICE M. Barry Cupples, Fire Captain, Fire Department PROCLAMATION presented by MAYOR PRO TEM CLAUDIA ALVAREZ to Genesis Consultants LLC for providing services and information on accessible and affordable insurance coverage to the underserved, uninsured and under-insured minority communities, accepted by Principal Partners Georgina Maldonado and Rita Cruz Gallegos. PROCLAMATION presented by COUNCILMEMBER CARLOS BUSTAMANTE to Crevier BMW/Mini and Mr. Al Parajeckas for providing outstanding service to the residents of the City of Santa Ana. PROCLAMATION presented by COUNCILMEMBER MICHELE MARTINEZ to Karen Athey, Donate Life Ambassador, in recognition of DMV/Donate Life California Month. CLOSED SESSION REPORT - See Item 19A. for Report. PUBLIC COMMENT • Juan Carrillo, extended an invitation to the City Council and residents to attend the upcoming "Mi Pueblo" event at the Santa Ana Library. • Dwight Smith, representing Catholic Charities, spoke in opposition to the County's proposal to turn the former bus station into a homeless shelter area; also noted that State has tasked the County with the homeless issue; need comprehensive plan to address problem throughout the County. • Frank Mitchell, III, submitted a proposal to have a code enforcement moratorium to allow the City time to review the current standards; also, submitted pictures of home with illegal addition that should be permitted. • Veronica Calderon, co-owner of property with unpermitted room addition; urged the City Council to allow the improvement since it was there when property purchased. • Alejandra Calderon, co-owner of property, echoed comments of Veronica Calderon. • Carl Benniger, President of Com-Link, thanked the City Council for their support; requested assistance in continuing the "Heroes" and "Most Beautiful Yard" Awards through the Neighborhood Improvement Program CITY COUNCIL MINUTES 4 APRIL 2, 2012 1 0A-4 CONSENT CALENDAR ITEMS MOTION: Approve Consent Calendar Items 10A through 31A with the following modifications: • Councilmember Bustamante pulled Item 11A for separate discussion; • Councilmember Martinez abstained on Item 22C and 25D; • Councilmember Bustamante and Sarmiento abstained on Item 22C (Item continued to the April 16, 2012 City Council meeting due to insufficient votes to consider matter); • Mayor Pro Tern Alvarez voted "No" on Item 19C; • Mayor Pro Tern Alvarez pulled Item 25H for separate discussion; and excused the absence of Mayor Pulido from the City Council, Housing Authority and Successor Agency meetings; • Addition of Closed Session Report, Item 19A MOTION: Benavides VOTE: AYES: NOES: ABSTAIN: ABSENT: SECOND: Bustamante Alvarez, Benavides, Bustamante, Martinez, Sarmiento, Tinajero (6) None (0) None (0) Pulido (1) Items removed for separate action or modified are highlighted. Separate actions show the actual vote. Items without votes are adopted as part of the consent motion. ADMINISTRATIVE MATTERS MINUTES 10A MINUTES OF THE REGULAR MEETING OF MARCH 19, 2012 - 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 ADOPTION OF ORDINANCES - APPROVE ZONING ORDINANCE AMENDMENT NO. 2012-01, 200 EAST FIRST AMERICAN WAY AND CITY COUNCIL MINUTES 5 APRIL 2, 2012 1 0A-5 APPROVE AMENDMENT TO DEVELOPMENT AGREEMENT NO. 2004- 03 BETWEEN THE CITY OF SANTA ANA AND VINEYARDS DEVELOPMENT CORPORATION AT THE MET, LLC - Planning and Building Agency Placed on first reading at the March 19, 2012 City Council meeting and approved by a vote of 6-1 (Bustamante Voted No). Published in the Orange County Reporter on March 23, 2012. Councilmember Bustamante made a motion to continue consideration of matter for 30 days; MOTION: Continue consideration of matter for 30 days (May 7, 2012). MOTION: Bustamante SECOND: Sarmiento Discussion ensued. SUBSTITUTE MOTION: Continue consideration of matter to the April 16, 2012 City Council Meeting. MOTION: Martinez VOTE: AYES: SECOND: Alvarez Alvarez, Benavides, Tinajero (5) NOES: ABSTAIN: ABSENT: MISCELLANEOUS ADMINISTRATION Bustamante (1) None (0) Pulido (1) Martinez, Sarmiento, 19A CLOSED SESSION REPORT - City Attorney's Office MOTION: Approve the following settlement agreements: • Thomas Skelly vs. City of Santa Ana, WCAB Case No. ANA 324924; Case Settlement Request; Compromise and Release in the amount of $14,500.00 • Alex Urtez vs. City of Santa Ana, WCAB Case No. ADJ7558319; Stipulation with request for award 37% valued at $39,600, advanced $17,078.25 and third party credit of $6,250 with balance of $16,271.75. CITY COUNCIL MINUTES 6 APRIL 2, 2012 1 0A-6 • Joseph Vasquez vs. City of Santa Ana, WCAB Case Nos. ADJ3519755; 3828884; 4593096; 1495837; Full Compromise and Release in the amount of $75,000. 19B EXCUSED ABSENCES MOTION: Excuse the absence of Mayor Pulido from the April 2, 2012 City Council Meeting. 19C DESTRUCTION OF OBSOLETE CITY RECORDS - City Manager's Office, Community Development Agency and Personnel Services Agency MOTION: Approve the requests for the destruction of obsolete records from various City departments in accordance with the retention schedule outlined in City Council Resolution 2006-045. *Mayor Pro Tern Alvarez voted "No" on Item 19C. BUDGETARY MATTERS SPECIFICATIONS - PURCHASE OF EQUIPMENT AND SERVICES MOTION: Award in accordance with Request for Council Action. (Items 22A and 22B) 22A SPEC. NO. 10-048 - ANNUAL SIDEWALK MAINTENANCE - Renew the contract with Central Coast Surface Grinding, Inc. for a one-year period in an annual amount not to exceed $150,000 (Public Works Agency) - Finance & Management Services 22B SPEC. NO. 12-016 - SANITARY SEWER BY-PASS PUMP SYSTEM - Award a contract to Xylem Dewatering Solutions, Inc. in an amount not to exceed $45,500 (Public Works Agency) - Finance & Management Services 22C SPEC. NO. 12-025 - VEHICLE BODY REPAIR - Award contracts for a six-month period for an aggregate amount not to exceed $75,000 to the following vendors: (Finance & Management Services Agency) CITY COUNCIL MINUTES 7 APRIL 2, 2012 1 0A-7 Vendor Location Doffo Automotive Inc. Santa Ana Kelly's Body Shop Santa Ana Top Finish Collision Center Inc. Santa Ana *Item 22C continued to the April 16, 2012 City Council Meeting for reconsideration due to insufficient votes to consider the matter. AGREEMENTS MOTION: Authorize the City Manager and Clerk of the Council to execute the following agreements, subject to non-substantive changes approved by the City Manager and City Attorney and/or actions as noted on the Request for Council Action report. (Item 25A through 25G) 25A AGMT NO. 2012-069 - ENVIRONMENTAL SERVICES TO PREPARE A MITIGATED NEGATIVE DECLARATION FOR THE BAT NHA BUDDHIST MEDITATION CENTER AT 803 SOUTH SULLIVAN STREET - With ICF Jones and Stokes Incorporated in an amount not to exceed $77,340 - Planning and Building Agency 25B AGMT NO. 2012-070 - MEMORANDUM OF UNDERSTANDING FOR WORKFORCE INVESTMENT SERVICES ACT TO PROVIDE WORKFORCE DEVELOPMENT SERVICES FOR LOCAL ADULTS, DISLOCATED WORKERS, YOUTH AND EMPLOYERS - With the Orange County Small Business Development Center - Community Development Agency 25C AGMT NO. 2012-071 - REWIRING STREET LIGHTS ON BROADWAY AND SYCAMORE STREET - With Macadee Construction, Inc. for an amount not to exceed $172,000 - Public Works Agency 25D AGMT NO. 2012-072 - ACQUISITION SETTLEMENT AGREEMENT FOR BRISTOL STREET CORRIDOR, 517 NORTH BRISTOL (PROJECT NO. 081700) - With Abel Torres in the amount of $22,000 - Public Works Agency *Councilmember Martinez abstained on Item 25C due to a conflict of Interest (campaign contribution). 25E QUITCLAIM AND SALE OF SURPLUS PROPERTY TO RANCHO SANTIAGO COMMUNITY COLLEGE DISTRICT - Public Works Agency CITY COUNCIL MINUTES 8 APRIL 2, 2012 1 0A-8 • Execute a quitclaim deed relinquishing the City's fee interest in a portion of former College Avenue to Rancho Santiago Community College District. • AGMT NO. 2012-073 - Execute an agreement for the sale of City surplus property located at the northeast corner of College Avenue and Washington Avenue to Rancho Santiago Community College District for $1.00. 25F AGMT NO. 2012-074 - AMENDMENT FOR ENVIRONMENTAL SERVICES FOR THE WARNER AVENUE WIDENING FROM MAIN STREET TO GRAND AVENUE (PROJECT NO. 091749) - With The Planning Center, in an amount of $44,415 for a total agreement not to exceed $575,000 and extend the term of the agreement to December 31, 2013 - Public Works Agency 25G AGMT NO. 2012-075 - TEMPORARY EMERGENCY TRANSPORATION SERVICES (AMBULANCE) - With Care Ambulance Services Inc. in an amount not to exceed $1,200,000 for a period of 120 days with the ability to extend for an additional 30 days - Fire Department 25H AGMT NO. 2012-076 - CITY ATTORNEY CONTRACT - With Best, Best & Krieger, LLP, designating Sonia R. Carvalho as City Attorney for the City of Santa Ana - Personnel Services Agency Mayor Pro Tem Alvarez, expressed concern that the City contracting with a firm rather than an employee; Does the Charter permit?; City did not receive proposals from other firms; Councilmember Bustamante, summarized process performed by City; many services being contracted out for cost saving purposes; Councilmember Sarmiento, noted that Council sub-committee reviewed candidates; asked whether the City Attorney's Office in its entirety Council be outsourced; contract will save money by having flat fee and no retirement cost; Councilmember Benavides, thanked Interim City Attorney Joe Straka; believe that proposed hybrid model would better serve the interest of the community; Councilmember Tinajero, requested clarification of role with the City of Bell scandal. Ms. Carvalho indicated that the Orange County Office, in which she works, did not have anything to do with the City of Bell, nor did CITY COUNCIL MINUTES 9 APRIL 2, 2012 1 0A-9 she have any contact with any member of that City or attorney; attorney has since left the firm and attorney has not been prosecuted. Mayor Pro Tem, asked what role the firm had with the City of Bell; Ms. Carvalho noted that the Los Angeles branch represented City of Bell; Best, Best, and Krieger (BB&K) has Ethics Review Committee; City hiring Ms. Carvalho through BB&K; City retaining the firm for services of City Attorney; Councilmember Martinez, noted that process has been vetted for over a year; hybrid will save money; Ms. Carvalho is highly qualified; Mayor Pro Tern Alvarez requested clarification of Exhibit 5 in the contract; rate adjustments to be reviewed in July 2013. Ms. Carvalho stated that she may recommend changes to the City Council, if they render savings to the City; Councilmember Sarmiento thanked Ms. Carvalho for patience during the process; selected for skill and qualifications; Councilmember Tinajero proposed a substitute motion to allow the entire Mayor and City Council to consider the matter. SUBSTITUTE MOTION: Continue consideration of matter for two weeks. MOTION: Tinajero SECOND: Alvarez Motion failed of adoption, by 2-4 vote (Pulido absent) ORIGINAL MOTION: Authorize the City Manager and Clerk of the Council to execute an agreement, subject to non-substantive changes approved by the City Manager and City Attorney with the Law Firm of Best, Best and Krieger designating Sonia R. Carvalho as the City Attorney for the City of Santa Ana - Personnel Services Agency MOTION: Sarmiento SECOND: Bustamante VOTE: AYES: Bustamante, Benavides, Martinez, Sarmiento, Tinajero (5) NOES: Alvarez (1) ABSTAIN: None (0) ABSENT: Pulido (1) CITY COUNCIL MINUTES 10 APRIL 2, 2012 1 0A-10 LAND USE MATTERS CONDITIONAL USE PERM IT/VARIANC ES 31A CONDITIONAL USE PERMIT NO. 2012-04 TO ALLOW A 60-FOOT HIGH WIRELESS FACILITY FOR VERIZON WIRELESS AT 1200 EAST GLENWOOD PLACE - CORE DEVELOPMENT SERVICES, APPLICANT - Planning and Building Agency Recommended action approved by the Planning Commission on March 12, 2012, by a vote of 5-0 (Yrarrazaval abstained, Mill absent). MOTION: Receive and file the staff report approving Conditional Use Permit No. 2012-04 as conditioned. **END OF CONSENT CALENDAR** BUSINESS CALENDAR ITEMS RESOLUTIONS 55A EXTENSION OF CONDITIONAL USE PERMIT NO. 2008-37 TO ALLOW THE EXPANSION OF THE ALLIANCE CHURCH OF ORANGE AT 2130 NORTH GRAND AVENUE - Planning and Building Agency MOTION: Adopt a resolution. RESOLUTION NO. 2012-009 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA FOR THE EXTENSION OF CONDITIONAL USE PERMIT NO. 2008-37 FOR ONE YEAR FOR THE PROPERTY LOCATED AT 2130 NORTH GRAND AVENUE MOTION: Benavides SECOND: Bustamante VOTE: AYES: Alvarez, Benavides, Bustamante, Martinez, Sarmiento, Tinajero (6) NOES: None (0) ABSTAIN: None (0) ABSENT: Pulido (1) CITY COUNCIL MINUTES 11 APRIL 2, 2012 1 0A-11 55B NOMINATE AND APPOINT A REPRESENTATIVE TO THE ORANGE COUNTY FIRE AUTHORITY BOARD (OCFA) - Clerk of the Council Office Mayor Pro Tern Alvarez called for nominations; Councilmember Tinajero nominated Councilmember Benavides; There were no other nominations and the nominations closed. MOTION: 1. Appoint Councilmember Benavides to serve as the City of Santa Ana representative to the Orange County Fire Authority Board of Directors (OCFA). 2. Adopt a resolution. RESOLUTION NO. 2012-010 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA, CALIFORNIA, DESIGNATING AND APPOINTING ITS REPRESENTATIVE TO THE ORANGE COUNTY FIRE AUTHORITY'S BOARD OF DIRECTORS MOTION: Tinajero SECOND: Martinez VOTE: AYES: Alvarez, Bustamante, Martinez, Pulido, Sarmiento, Tinajero (5) NOES: None (0) ABSTAINED Benavides (1) AND NOT PRESENT: ABSENT: Pulido (1) 55C RESOLUTION AUTHORIZING ABSENCE WITH PAY FOR APPROVED CITY EMPLOYEES WHO STAFF POLLING LOCATIONS ON ELECTION DAY - Clerk of the Council Office MOTION: Adopt a resolution. RESOLUTION NO. 2012-011 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING ABSENCE WITH PAY FOR CITY EMPLOYEES WHO VOLUNTEER TO STAFF POLLING STATIONS FOR THE COUNTY ON ELECTION DAY MOTION: Martinez SECOND: Bustamante VOTE: AYES: Alvarez, Benavides, Bustamante, Martinez, Sarmiento, Tinajero (6) CITY COUNCIL MINUTES 12 APRIL 2, 2012 1 0A-12 NOES: None (0) PUBLIC HEARINGS ABSTAIN: None (0) ABSENT: Pulido (1) 75A PUBLIC HEARING - COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM FISCAL YEAR 2012-2013 - Community Development Agency Legal Notice published in the Orange County Register on March 19, 2012. Mayor Pro Tern Alvarez opened the Public Hearing; there were no speakers or written communication received and the Hearing closed. Councilmember Martinez requested a two week continuance. MOTION: Continue consideration of matter to the April 16, 2012 City Council Meeting. MOTION: Martinez VOTE: SECOND: Bustamante Alvarez, Benavides, Bustamante, Martinez, Sarmiento, Tinajero (6) None (0) None (0) Pulido (1) AYES: NOES: ABSTAIN ABSENT: CITY COUNCIL MEETING RECESSED AND CONVENED TO A JOINT SESSION OF THE CITY COUNCIL AND THE CITY OF SANTA ANA ACTING AS THE SUCCESSOR AGENCY 80A JOINT COUNCIL AND CITY OF SANTA ANA ACTING AS SUCCESSOR AGENCY - COOPERATIVE AGREEMENT BETWEEN CITY AND SUCCESSOR AGENCY, SUCCESSOR AGENCY ADMINISTRATIVE BUDGET AND COOPERATIVE AGREEMENT RESOLUTION - Community Development Agency CITY COUNCIL MINUTES 13 APRIL 2, 2012 1 0A-13 CITY COUNCIL ACTION MOTION: Approve and authorize the City Manager and Clerk of the Council to execute a Cooperative Agreement, subject to non- substantive changes approved by the City Manager and City Attorney, and Oversight Board approval pursuant to Sections 34171(d)(1)(F) and 34178(a) of the Dissolution Act. AGMT NO. 2012-077 - With the City of Santa Ana, acting as Successor Agency to the former Community Redevelopment Agency of the City of Santa Ana (Successor Agency) for reimbursement of financial, administrative, and operational services MOTION: Martinez SECOND: Bustamante VOTE: AYES: Alvarez, Benavides, Bustamante, Martinez, Sarmiento, Tinajero (6) NOES: None (0) ABSTAIN: None (0) ABSENT: Pulido (1) THE CITY COUNCIL MEETING RECESSED AT 7:57 P.M. TO THE HOUSING AUTHORITY MEETING, FOLLOWED BY THE SUCCESSOR AGENCY MEETING; THE CITY COUNCIL MEETING RECONVENED AT 7:58 P.M. WITH SAME MEMBERS PRESENT. COMMENTS 90A CITY MANAGER'S COMMENTS • Paul Walters, Interim City Manager, commented on recent surprise event hosted by business owners recognizing his efforts to solve the City's financial crisis. 90B CITY COUNCILMEMBER COMMENTS Councilmember Tinajero: • Commented on recent visit to New York City where he came across the mother of a former Santa Ana Police Officer who succumbed to cancer in 2010; • Attended event sponsored by OCCOG; impressed with community turnout and willingness to serve the community; and CITY COUNCIL MINUTES 14 APRIL 2, 2012 1 0A-14 • Little League is under way; teams have recently changed names from professional team names to college team names. Councilmember Benavides: • Thanked colleagues for appointment to the OCFA Board of Directors; and • Sunday is Easter; urged all to reflect on life and meaning of Easter. Councilmember Martinez: • Thanked all retiring City employees for commitment and service to the community; • Thanked the Parks and Recreation staff for obtaining $5 million grant for joint use at Roosevelt school and in partnership with Latino Health Access and residents; • On May 19, 2012, City to host the 6th Annual Health and Fitness Fair along with Earth Day, invited all to attend; and • Asked that the Planning and Building Agency follow up on the request made during Public Comments on the proposed moratorium on code enforcement; Council Committee to review regulations and consider matter. Councilmember Sarmiento: • Noted that Prop 84 recent grant award was second award for Roosevelt and Willard schools; increasing open space in an area in his Ward; thanked staff for efforts - Centennial Park Training Facility, Santa Ana Plaza, etc; requested Study Session on "open space" efforts; • Requested another Study Session on transparency and efforts made by City staff; and • Wished all a Happy Easter Mayor Pro Tern Alvarez: • Congratulated Santa Ana High School for production of Westside Story; • Asked the Interim City Manager to brief the City Council on the "Hot Potato" award recently received; • Thanked all retiring employees for service to the City; and • Adjourned in Memory of Donald P. Kennedy and requested biography be included in minutes record. ADJOURNED- 8:20 P.M. The next meeting of the City Council is scheduled for Monday, April 16, 2012 at 5:00 p.m. for the Closed Session Meeting immediately followed by the Regular Open Business Meeting at 6:00 p.m. in the Police Community Room, 60 Civic Center Plaza, Santa Ana, California. CITY COUNCIL MINUTES 15 APRIL 2, 2012 1 0A-15 Adjourned in Memory of Donald P. Kennedy Maria D. Huizar, Clerk of the Council CITY COUNCIL MINUTES 16 APRIL 2, 2012 1 0A-16 Donald P. Kennedy 1918-2012 Chairman Emeritus Donald P. Kennedy passed away on March 24 at the age of 93. During his career with First American Title, Kennedy helped to lead the company's extraordinary growth from a one-office firm in Santa Ana into a global FORTUNE& 500 company and helped introduce many of the technological innovations that transformed the title insurance industry. "It is with great sadness that we announce the passing of Don Kennedy," said Dennis J. Gilmore, chief executive officer for First American. "Don was a true visionary and a man of tremendous integrity who was admired by all those who knew him. While we will greatly miss his wise counsel and quick wit, he leaves behind a legacy of creativity and innovation that will always remain with our company." When Kennedy began leading First American's expansion efforts in 1957, the company's revenues were less than $1.5 million. By 2006, they exceeded $8 billion. In a spin-off transaction completed in 2010, First American's data businesses became a separate company known as CoreLogic. First American and CoreLogic are now traded on the New York Stock Exchange. The grandson of First American's founder, C.E. Parker, Kennedy served First American for more than 60 years. He is credited with beginning the company's expansion efforts in 1957 with the acquisition of title companies outside the Santa Ana area. Kennedy's strategy of allowing the leadership of each First American office to operate as if it was its own company played a key role in driving this expansion and the company's profitability. First American continued to grow in later decades through international expansion and through the addition of other businesses whose products and services were involved in the real estate transaction process. In 1985, the company began developing and acquiring extensive databases of real property information, and offered products and services using this data. Donald Kennedy, whose family roots in Orange County date to 1873, attended Santa Ana High School and graduated from Stanford University in 1940. After serving in the Navy during World War II, where he took part in the landings in Southern France, he graduated from the University of Southern California School of Law. Kennedy joined First American in 1948, when it was known as Orange County Title Company. After passing the bar exam in 1949, he served as the company's associate counsel for three years, then was appointed vice president of First American in 1951, executive vice president in 1958, president in 1963, and chairman of the board in 1993. He was named chairman emeritus in 2003, a title he maintained after retiring from the board of directors in 2008. Kennedy also served as vice chairman of First American's principal subsidiary, First American Title Insurance Company. He consistently went to his office at First American's Santa Ana campus until he was 90 years old. Kennedy has left an indelible mark not only on First American, but also on the title insurance industry, helping to usher in many of the advancements and practices that CITY COUNCIL MINUTES 17 APRIL 2, 2012 1 0A-17 are commonplace today. Among his many professional affiliations, Kennedy served as president of both the California Land Title Association and the American Land Title Association, and chaired numerous committees in both organizations. A lifelong philanthropist, Kennedy's extensive involvement in community affairs included support of dozens of organizations focused on Orange County and Santa Ana. A past chairman of the Orange County Business Committee for the Arts, Kennedy also served on the boards of South Coast Repertory and the Bowers Museum of Cultural Art, among others. When serving on the board at Bowers, he was instrumental in negotiating the museum's partnerships with the Smithsonian Institution and the British Museum. His support for the museum's north wing, which was named the Dorothy and Donald Kennedy Wing in 2007, tripled the size of its exhibit space. He served on the board of trustees for Chapman University and was a member of Stanford University's Athletic Board, as well. Kennedy also provided key support for the creation of the Chapman University School of Law and was recognized in 1999 with the dedication of the Donald P. Kennedy Hall, a state-of-the-art teaching facility and home of the university's school of law. That same year he was named "Man of the Century" by Orange Coast Magazine. An avid life-long golfer, Kennedy scored his first hole-in-one in 1930 at the age of 12, and went on to score eight more over the next seven decades. Kennedy was a member of Stanford University's 1939 NCAA championship golf team and also was an active member of the Santa Ana Country Club for most of his life. When elected as the club's president in 1952, he was the youngest person to have served in that capacity. Kennedy is survived by his wife of 65 years, Dorothy; his son, Parker S. Kennedy; two daughters, Elizabeth Myers and Amy Healey; six grandchildren; and two great- grandchildren. CITY COUNCIL MINUTES 18 APRIL 2, 2012 1 0A-18 ORDINANCE NO. NS-XXXX AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING SPECIFIC DEVELOPMENT NO. 43 (SD-43) TO ALLOW THE CONSTRUCTION OF A MULTIFAMILY RESIDENTIAL PROJECT WITH 278 UNITS AT 200 EAST FIRST AMERICAN WAY (ZOA NO. 2012-01) THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES ORDAIN AS FOLLOWS: Section 1. The City Council of the City of Santa Ana does hereby find, determine and declare as follows: A. The proposed Zoning Ordinance Amendment No. 2012-01 is to amend the existing zoning in Specific Development No. 43 (SD-43) to reduce the parking ratio, allow for the use of tandem parking stalls, and amend the open space requirement. B. On January 23, 2012, the Planning Commission held a duly noticed public hearing, and decided to continue the matter to February 13, 2012. Staff recommended that the Planning Commission vote to recommend that the City Council adopt Zoning Ordinance Amendment No. 2012-01 to amend Specific Development No. 43 (SD-43) to increase the maximum number of permitted residential units, reduce the parking ratio, allow for the use of tandem parking stalls, and reduce the open space requirement. On February 13, 2012, the Planning Commission split by a vote of 3:3 (Commissioner Yrarrazaval absent) on a motion to approve the project, thus creating an impasse. Pursuant to Planning Commission Bylaws (Resolution 01-44, § 8e), the applicant desired to proceed to City Council. C. Zoning Ordinance Amendment No. 2012-01 came before the City Council of the City of Santa Ana for a duly noticed public hearing on March 5, 2012, to consider all testimony, written and oral. D. The City Council adopts as findings all facts presented in the Request for Council Action dated March 5, 2012, accompanying this matter. For these reasons, and each of them, Zoning Ordinance Amendment No. 2012-01 is hereby found and determined to be consistent with the General Plan of the City of Santa Ana and otherwise justified by the public necessity, convenience, and general welfare. Section 2. Specific Development No. 43 (SD-43) is hereby amended as follows: 11 A-1 A. Reduction in Multi-Family Residential Parking Ratio. Amendments are needed to revise the parking requirements for multi-family residential uses. SD-43 currently has a graduated parking ratio for individual units based on bedroom count and a similar graduated guest parking ratio based on the overall unit count. As proposed, the project will provide a total of 632 spaces at an overall ratio of 2.22 spaces per unit, regardless of bedroom count, and inclusive of guest parking, which provides seven more spaces than the 2.22 per unit ratio. The parking standards contained within SD-43, if applied to the proposed project, would require a total of 642 parking spaces - 601 for the units and 41 for guest parking. This creates the need for a reduction in the required parking of 17 spaces. Due to the fact that the applicant proposes to provide 632 spaces, the effective reduction will be 9 spaces; however, the SD shall be amended to reflect the overall ratio of 2 spaces per unit and 0.22 spaces per unit for guest parking. Specifically, Section V.I. (Development Standards/Residential Permitted Density; Parking) shall be amended to read as follows: "A minimum of 2.0 off-street parking spaces per unit shall be required for basbele all units. 2.3 off-s+? parking spaGe6 are ronuired fnr eio hedrnnm units and 2.5 eff_c+reet paFkmnn spaces shall' cfe??fe? fnr OF m ere bedroom units. 1 n°r inn sppasa p rn 6t be en vere._ ,? ?„?p?- u??- r?? ? In addition, guest parking shall be provided as follows: 0.5 spaee er e'eh unit up thro gh +en X10) „n46 0.22 space for each unit in evees6 of ten (10) Uni+° up +hM gh ene hundred (I GO) units, and 0 1 space -Tor eaGh Unit iR eXGe6c of one hU Rdped (100) u Thus, a minimum of 2.22 off-street parking spaces shall be provided per unit in total." B. Allowance for Tandem Parking to Satisfy Parking Requirement. The Santa Ana Municipal Code contains provisions for tandem parking to satisfy some portion of any required parking, but only for commercial development. SD- 43 does not contain any specific standards allowing the use of tandem parking within the project area. The applicant proposes to have 42% of the parking stalls designed as tandem spaces. Thus, SD-43 shall be amended to allow for tandem parking up to 42% of total parking, so long as there is a link between the percentage of tandem and percentage of one-bedroom units. Specifically, the following shall be added to the end of Section V.I. (Development Standards/Residential Permitted Density; Parking) as follows: "Tandem parking shall be allowed up to a maximum rate of 42% of the total parking stalls for a property, so long as no more than 51 % of the total units on the property are studio or one bedroom units." 11 A-2 C. Reduction in Open Space Requirement. The open space provision within SD-43 requires that each residential development provide usable ground level open space at a rate of 250 square feet per unit. Such usable open space shall be divided between common and private open space. Private open space shall be required to be provided for each unit at a rate of no less than 90 square feet of the total open space provided. Ground level open space or common open space must be provided within 500 feet of any residential unit on the site. The applicant estimates that the project provides for 255 square feet of open space per unit, however this calculation includes rooftop open space that cannot be counted as ground level open space. Thus, SD-43 shall be amended to not distinguish between ground level and rooftop open space. Specifically, Section V.E. (Development Standards/Residential Permitted Density; Usable Open Space) shall be amended to read as follows: "GFOURd Open space must be provided within 500 feet of any residential unit on the site at a rate of 250 square feet of area for each unit. privaten spans Privateand open sparse shall be required to be provided for eanh unit at a rate of ne lees than ninety (90) sq aFe feet of the total open 6paGe " Section 3. If any section, subsection, sentence, clause, phrase or portion of this ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this ordinance. The City Council of the City of Santa Ana hereby declares that it would have adopted this ordinance and each section, subsection, sentence, clause, phrase or portion thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses, phrases, or portions be declared invalid or unconstitutional. ADOPTED this day of , 2012. Miguel A. Pulido Mayor 11 A-3 APPROVED AS TO FORM: Joseph A. Straka Interim City Attorney By: Ryan O. Hodge Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify the attached Ordinance No. NS- to be the original ordinance adopted by the City Council of the City of Santa Ana on , and that said ordinance was published in accordance with the Charter of the City of Santa Ana. Date: Clerk of the Council City of Santa Ana 11 A-4 (ROH 03/05/12) ORDINANCE NO. NS-XXX AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING AN AMENDED DEVELOPMENT AGREEMENT BETWEEN THE CITY OF SANTA ANA AND VDC AT THE MET, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES ORDAIN AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. The City is authorized pursuant to Government Code Sections 65864 through 65869.5 to enter into development agreements with persons having legal or equitable interests in real property for the purpose of establishing certainty for both City and owner in the development process. B. The City enters into this Amended Development Agreement pursuant to the provisions of the Government Code and applicable City policies. C. This Amended Development Agreement came before the Planning Commission for a duly noticed public hearing on January 23, 2012. At that time, the Planning Commission continued the matter to February 13, 2012. Staff recommended that the Planning Commission vote to recommend approval of this Amended Development Agreement. On February 13, 2012, the Planning Commission split by a vote of 3:3 (Commissioner Yrarrazaval absent) on a motion to approve the project, thus creating an impasse. Pursuant to Planning Commission Bylaws (Resolution 01-44, § 8e), the applicant desired to proceed to City Council. D. Entering into this Amended Development Agreement would provide the City with extraordinary and significant benefits that are of regional significance, relate to existing deficiencies in public facilities, require the owner of The Met to contribute a greater percentage of benefits than would otherwise be required, and represent benefits which would not otherwise be required as part of the development process. E. The project and the use that the owner proposes in connection with the property have been extensively reviewed and considered by the City, and such proposed development and use have been found to accommodate the City's recommendations and suggestions in order to protect the public's interest to enhance the desirability of such proposed development and use. The terms and conditions of Ordinance No. NS-XXX Page 1 of 3 11 A-5 this Amended Development Agreement have been found to be fair, just and reasonable, and the City has concluded that the pursuit of the Project will serve the interests of the City. F. The City Council has held a noticed public hearing on this Ordinance and has considered all testimony presented thereto. G. Mitigated Negative Declaration and Mitigation Monitoring Program, Environmental Review No. 2011-46, have been approved and certified by this Council by resolution simultaneously with the introduction of this ordinance. H. The proposed project will not adversely affect the General Plan, as is expressly set forth in the Request for Council Action dated March 5, 2012, together with all supporting documents, including but not limited to, proposed resolutions, which are incorporated herein by this reference. Section 2. The Amended Development Agreement, a true and correct copy of which is attached hereto as Exhibit 1, is hereby approved, and the City Manager and Clerk of the Council are authorized to execute it on behalf of the City with such non-substantive changes as may be authorized by the City Manager and City Attorney. The Clerk of the Council is hereby authorized and directed to cause this Development Agreement to be recorded with the County Recorder's Office. Section 3. This ordinance shall not be effective unless and until Resolution No. 2012- is adopted and becomes effective. If said resolution is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, or otherwise does not go into effect for any reason, then this ordinance shall be null and void and have no further force and effect. Section 4. If any section, subsection, sentence, clause, phrase or portion of this ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this ordinance. The City Council of the City of Santa Ana hereby declares that it would have adopted this ordinance and each section, subsection, sentence, clause phrase or portion thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses, phrases, or portions be declared invalid or unconstitutional. Ordinance No. NS-XXX Page 2 of 3 11 A-6 ADOPTED this day of 12012. Miguel A. Pulido Mayor APPROVED AS TO FORM: Joseph A. Straka Interim City Attorney By: Ryan O. Hodge Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify that the attached Ordinance No. NS-XXX to be the original ordinance adopted by the City Council of the City of Santa Ana on , and that said ordinance was published in accordance with the Charter of the City of Santa Ana. Date: Clerk of the Council City of Santa Ana Ordinance No. NS-XXX Page 3 of 3 11 A-7 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Clerk of the Council City of Santa Ana 20 Civic Center Plaza M-30 P.O. Box 1988 Santa Ana, California 92702 EXEMPT FROM RECORDING FEES GOVERNMENT CODE § 6103 AMENDED DEVELOPMENT AGREEMENT by and between THE CITY OF SANTA ANA and VDC AT THE MET, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY Dated: March 5, 2012 EXHIBIT 1 11 A-8 EBAMENDED DEVELOPMENT AGREEMENT BETWEEN THE CITY OF SANTA ANA AND VDC AT THE MET, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY This RESTATED AND NOVA AMENDED DEVELOPMENT AGREEMENT ("Agreement") is entered into between THE CITY OF SANTA ANA, a charter city and municipal corporation duly authorized under the Constitution and laws of the State of California (referred to herein as "City") on the one hand, and COASTAL RIM PR-QARR-T4E8, IN A CALIFORNIA CORPO A Tr0N and GENEVA Cnr,ra ONSVDC AT THE MET, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY (collective-ly referred to herein as "Owner" or "Property Owner") on the other hand. 1. RECITALS. The Amended Agreement is entered into with reference to the following facts: 1.1 Purpose. (1) The purpose of this Agreement is to facilitate the development of a small portion of the real property which was the subject of a Development Agreement entered into on January 4, 1988 and recorded as Document 88-260709 in the Office of the Recorder of the County of Orange (here-after the "Original Agreement"). The Original Agreement was subsequently amended on or about June 4, 2001, by Document No. 20010429519 the Office of the Recorder of the County of Orange. The real property which was the subject of the Original Agreement is zoned by the City as Specific Zoning District No. 43 ("SD-430. On April 4, 2005, the City entered into a Development Agreement (the "2005 Agreement") with Coastal Rim Properties, Inc. and Geneva Commons, LLC (collectively referred to herein as "Coastal Rim"). (2) A portion of the real property covered by the Original Agreement was subsequently acquired by 8rvxer Coastal Rim, who has applied to the City to amend SD-43 and have approved a new tentative map, and other entitlements. (3) The City and Owner agree that the changes Owner seeks in the Original 2005 Agreement substantiate the need to Y-eplaee amend the Original Agreement with the instant Development Agreement, rendering the Original Agreement and the 2005 Agreement, and any ef-4 amendments thereto, null and void as applied to Owner's Property (as the word "Property" is defined in section Section 2.3 herein). (4) As more particularly set forth in seotier? Section 2.4 of this Agreement, Owner has proposed eonstrueting at developing the northeast corner of MacArthur Boulevard and Imperial Promenade of an 18 residential level high rise pr-ejeet and an eight ster), building, together Wi > of whie-h +io more *a* > 13e-de;,oted to "fast food" • " ke ours with a 5-sto1y, multi-family apartment community consisting of 278 residential units with 2 levels of subterranean parking and a level of podium deck parkin in 2 separate buildings (the "Project" as further defined in Section 2.4 11 A-9 herein . 1.2 Code Authorization. City is authorized pursuant to Government Code Sections 65864 through 65869.5 to enter into Development Agreements with persons having legal or equitable interests in real property for the purpose of establishing certainty for both City and Owner in the development process. City enters into the Agreement pursuant to the provisions of the Government Code and applicable City policies. The parties acknowledge: (1) This Agreement is intended to assure adequate public facilities at the time of development, (2) This Agreement is intended to assure development in accordance with City's General Plan, applicable Specific Plans and Specific Development District No. 43. (3) This Agreement will permit achievement of goals and objectives as reflected in Government Code Sections 65864 through 65869.5, the City's General Plan, all applicable Specific Plans and Specific Development District No. 43. (4) Owner is required by existing City regulations to provide mitigation for certain impacts and pay certain regulatory fees as conditions of approvals through the regulatory process. (5) This Agreement will allow City to realize extraordinary and significant public infrastructure facilities and other supplemental benefits in addition to those available through the existing regulatory process. (6) Many of the extraordinary and significant benefits identified as consideration to City for entering into this Agreement are of regional significance, relate to existing deficiencies in public facilities, require Owner to contribute a greater percentage of benefits than would otherwise be required, and represent benefits which would not otherwise be required as part of the development process. 1.3 Owner. Owner represents and warrants that it has a legal or equitable interest in the real property located in City of Santa Ana, California, legally described on Exhibit A attached hereto and incorporated herein, and graphically described on Exhibit B attached hereto and incorporated herein. The Property is currently vacant. 1.4 Interest of Owner. Owner hereby represents that it has an equitable and legal interest in the Property. Owner further hereby represents that it has approved this Agreement and is authorized to enter into this Agreement. 1.5 Planning Commission - Council Hearings. On November 22, 2004, the Planning Commission of the City ("Planning Commission"), after giving notice pursuant to Government Code Sections 65090 and 65091, held a public hearing to consider the Owne Coastal Rim's application for this the 2005 Agreement. The Planning Commission recommended to the City Council of City that it execute "the 2005 Agreement. On April 4, 2 11A-10 2005, the City Council of the City of Santa Ana ("Council"), after providing notice as required by law, held a public hearing to consider the OwnerCoastal Rim's application for this the 2005 Agreement, which the Council approved by adopting Ordinance No. NS-2680 on April 18, 2005. The Owner has submitted a new and modified site plan review package to the City amending the previously approved plan. On January 23, 2012, the Planning Commission of the City, after duly ig_vin ng otice pursuant to Government Code sections 65090 and 65091, held a public hearing to consider the Owner's application for this Agreement. The Planning Commission recommended to the Council that it execute this Agreement. On [insert date] , the Council, after providing notice as required by law, duly held a public hearing to consider the Owner's application for this Agreement. 1.6 Council Findings. The Council finds that this Agreement and its purposes is are consistent with Government Code Sections 65864 through 65869.5, and with the objectives, policies, general land uses, and program specified in the General Plan, applicable Specific Plan(s) as well as all other applicable ordinances, plans, policies and regulations of the City. Among other things, this Agreement will reduce uncertainly in for and securing the orderly development of the Property, assure progressive installation of necessary improvements provide public services appropriate to each stage of development of the Property, ensure attainment of the maximum effective utilization of resources within the City at the least cost to its citizens, expand the availability of high-quality, affordable housing _stock to the City's citizens, contribute to the economic stability and revitalization of the community, enhance the City's property tax revenues, and otherwise achieve the goals and purposes for which Government Code Sections 65864 through 65869.5 were enacted. 1.7 City Ordinance. On April 18, 200-5_ [insert date] , the Council adopted Ordinance No. NS- approving this Amended Agreement. The ordinance becomes effective thirty (30) days thereafter. 2. DEFINITIONS. In the Agreement, unless the context otherwise requires: 2.1 "Final Design" means the final design documents for work of public art, which is set forth in greater detail in paaph Section 5.8 of this Agreement. 2.2 "Property Owner" or "Owner" means Oeaatal Pam Pf-egei4ie new California Corporation, and Geneva Common collectivel?VDC at the Met, LLC, a California Limited Liability Company, and its successors or assigns who or which may acquire Owner's equitable and legal interest in the Property, being the person, persons, or entity having a legal or equitable interest in the Propel ,and i ieludes-Geastal-Rim Properties, lne 's eees •^ ?? intermit. Exhibit B. 2.3 "Property" is the real property described in Exhibit A and referred to in 2.4 "Project" is the development of the Property as generally set forth in Section 1.1(4) of this Agreement, Environmental Review No. 0ivvz-215 , Tentative Tract Map No. 290405 (County Map No. 165 ), Conditional Use Permit 3 11A-11 2994-A2 , Variance No. 2994-1-1 , Zoning Ordinance Amendment No. 2004-95 (amending SD-43), and Site Plan Review No. 2994-06 2.5 "Public Art Plan" means the conceptual Plan attached hereto as Exhibit C. The parties recognize that the Plan does not set forth certain elements of the Public Art to be installed in conjunction with this Project, including the location of the Public Art, and is therefore subject to refinement prior to the time of installation, by agreement of the Owner and the City's Executive Director of Planning and Building. 3. EXHIBITS. The following documents referred to in the Agreement are attached to this Agreement and are identified as follows: Exhibit Referred to Designation ation Description in Section A Property Legal Description 1.23 B Property Graphical Description (Site Plan) 1.23 C Public Art Plan 2.5 D Cooperative Agreement for Off-Site Improvements 5. 1.1 E Remaining Offsite Mitigation Measures 5.1.2 4. GENERAL PROVISIONS. 4.1 Property Subject to the Agreement. Until released pursuant to the provisions of Section 8.3 below, no property shall be released from this Agreement until Property Owner has fully performed its obligations arising out of the Agreement. 4.2 Duration of Agreement. The term of this Agreement shall be for ten (10) years from the date that the Council adopts its ordinance approving this Agreement (".Effective Date" ; provided, however that the Owner may request one two-year extension from the Executive Director of the Planning and Building Agency, which request shall not be unreasonably denied. 4.3 Assignment. Owner shall have the right to transfer or assign the Property, and its interests in and rights and obligations under this Agreement in whole or in part, to any person, entity (public or private), partnership, joint venture, film or corporation at any time during the term of this Agreement; provided, however, that except as provided in section 4.3.1 of this Agreement, the rights of Owner under this Agreement may not be transferred or assigned unless the written consent of the Council is first obtained and any transfer or assignment of the rights under this Agreement shall include in writing the assumption of the duties, obligations, and liabilities arising from this Agreement if the City grants written consent to transfer the rights. 11A-12 Nor- shalkThe rights of the Owner hereunder shall not be subject to assignment by attachment, execution, or proceedings under any provision of the Bankruptcy Act, and any such assignment or transfer shall be wholly void and of no force-and effect unless such written consent thereto be obtained from the Council. Such transfer or assignment shall not relieve Owner of any duty, obligation or liability to City without the consent of the City. During the term of this Agreement, any approved assignee or transferee of the rights under this Agreement shall observe and perform all of the duties and obligations of Owner contained in this Agreement as such duties and obligations pertain to the portion of the Property transferred or assigned. Any and all approved successors and assignees of Owner shall have all of the same rights, benefits, duties, obligations, and liabilities of Owner under this Agreement. If the Property is subdivided, any subdivided parcel may be sold, mortgaged, hypothecated, assigned, or tmsferred to persons for development by them in accordance with the provisions of this Agreement. Upon assignment or transfer of the rights of Owner under this Agreement, the obligations of Owner and the transferee or assignee shall be joint and several. 4.3.1 Permitted Assignments. The prohibition against transfer of ownership of the Property as defined in section 4.3 above shall not apply to, and the City hereby consents to, the following: a. Associations, including limited partnerships, limited liability companies, or joint ventures with other entities for the purpose of performing Owner's obligations under this Agreement, provided Owner retains sole operational and managerial control. Property, b. Easements or temporary permits to facilitate development of the c. Deeds of trust or other financing documents executed for the purpose of securing loans to Owner made to finance the development of the Property, and transfers to any person or entity pursuant to a foreclosure or deed in lieu of foreclosure of such deed of trust or other, similar, financing documents and any subsequent transfer by any such person or entity. 4.4 Amendment or Cancellation of Agreement. This Agreement may be amended from time to time or cancelled by the mutual consent of the parties, but only in the same manner as its adoption by an ordinance as set forth in Government Code Section 65868. The term "Agreement" or "Development Agreement" as used herein shall include any amendment properly approved and executed. 4.5 Enforcement. Notwithstanding Government Code Section 65865.4, this Agreement is enforceable by any party to the Agreement in any manner provided by law. The .. ..? v u remedies provided in evvtaura 8.4 ^ of this Agfeemen4 shall " not inelude, -? City shall not be liable for, any action in damages or any costs or attorney's fees resulting from any dispute, controversy, action or inaction, or any legal proceeding arising out of this Agreement exeeptas may-be pi!eylde- in -- Seetiv` n 6.3(5) of this Agreement. r- -3(5•\ J v w 11A-13 4.6 Hold Harmless. Property Owner agrees to and shall hold City, its officers, agents, employees, consultants, special counsel, and representatives ("City Parties", collectively) harmless from liability: (1) for damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise due to negligent acts, omissions or willful misconduct, from the direct or indirect operations of the Property Owner or their contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the Project; and (2) from any claim that damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from, and to the extent of Property Owner's negligent acts, omissions or willfirl misconduct in the performance of this Agreement. This hold harmless Agreem? 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 paragrup Section or due by reason of the terms of, or effects, arising from this Agreement or any approval or certification by the City relating to the Project, regardless of whether or not the City prepared, supplied or approved this Agreement, plans or specifications, or both, for the- Project. The Property Owner 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 any approval or certification by the City relating to the Project, or asserting that damages, just compensation, restitution, judicial or equitable relief is due to personal or property rights by reason of the terms of, or effects arising from Property Owner's negligent acts, omissions or willful misconduct in the performance of this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 4.7 Binding Effect of Agreement. To the extent not otherwise provided in Section 4.3 of this Agreement, the burdens of the Agreement bind, and the benefits of the Agreement inure, to the parties' successors in interest, transferees and assigns. 4.8 Relationship of the Parties. The contractual relationship between City and Owner arising out of the Agreement is one of independent contractor and not agency or partnership. This Agreement does not create any third party beneficiary rights. 4.9 Notices. Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: If to City, to: City Manager City of Santa Ana 20 Civic Center Plaza M-31 P.O. Box 1988 Santa Ana, California 92702 11A-14 telefacsimile (714) 647-6954 and, City Attorney City of Santa Ana 20 Civic Center Plaza M-29 P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-6515 If to Owner, to: Coastal Rim Prop 139 East lte n erties, Ine-. ..enu Santa Ana Gall ^ ,. a 9270-7 , Att ti F M l en on: ranc telef-ac 'mile: (7 o o 14) 708 nM VDC at the Met. LLC 828 North Ogden Drive Los Angeles, CA 90046 Attention: Ryan Ogulnick Facsimile number; 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 or facsimile number. If sent by mail, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County, or city holidays shall be excluded. 5. DEVELOPMENT OF THE PROPERTY. 5.1 Existing Rules, Regulations and Policies. In accordance with the terms of Government Code section 65866, the City and the Owner agree that Tthe rules, regulations and official policies governing the permitted use(s) of the Property, with respect to and only with respect to the permitted use(s) zoning design, setbacks, density, height, size of structures, permitted uses, and intensity of use of the Property (collectively, the "Existing Development Regulations" ), shall be those rules, regulations, and policies applicable to the Property as of the effective date of this Agreement, 7 11A--15 5. 1.1 Cooperative Agreement for Off-Site Improvements. The QW11 Coastal Rim and the City, together with other parties, have eeaetirre 4 y executed a Cooperative Agreement for Off Site Improvements concurrently with the Original Agreement, a true and correct copy of which is attached hereto as Exhibit D and incorporated herein by this reference. Owner agrees to comply in all respects with its obligations under said Agreement, and agrees and acknowledges that a material breach of said agreement shall constitute a material breach of this Agreement. Despite anything to the contrary, Owner is not required to construct any off-site improvements other than as expressly required in this Agreement, in any environmental documentation related to this Project, or in any condition of approval in any discretionary action related to this Project. 5.1.2 Remaining Offsite Mitigation Measures. The additional offsite mitigation measures, beyond those set forth in the agreement referenced in section 5. 1.1 of this Agreement, which must be constructed by Owner are as set forth in Exhibit E to this Agreement. All finds or costs for offshe mitigation measures required pursuant to the approvals set forth in section 2.4 of this Agreement shall be paid the earlier of (1) the time called for in the said approvals, or (2) no later than recordation of the final subdivision map for the Project, or 3 issuance of certificates of occupancy, whichever comes fast. 5.2 Exclusion from Existing Rules, Regulations and Policies. Pursuant to Government Code Section 65866, and Pardee Construction Co. r. City of Camarillo (1984) 37 Cal.3d 465, 208 Cal.Rptr. 228, 690 P.2d 701, City retains the right to enact police power regulations on matters not covered by section 5.1 of this Agreement, including without limitation: a. Regulation of the rate and amount of growth is not abrogated by the City, in that the parties agree and acknowledge that the City hereby retains the police power to provide for change in regulations, ordinances, policies, and plans relating to moratoria, building permit allocations, timing, and sequencing of development and the financing and provision of adequate public facilities at the time of development. b. Municipal laws and regulations which do not interfere with Owner's vested rights to develop and use the Property in accordance with section 5.1 of this Agreement. As used herein, "Existing Development Regulations" shall not include municipal laws and regulations that do not conflict with Owner's vested rights to develop and use the Pronertv in accordance with this Agreement. Owner and its successors and assigns and all persons and entities in occupation of any portion of the Property shall comply with such non-conflicting laws and regulations as may from time to time be enacted or amended hereafter. Specifically, but without limitation on the foregoing, such non-conflicting laws and regulations include the following: (1) Taxes, assessments, fees and charges, except as otherwise specifically provided in this Development Agreement; (2) Building, electrical, mechanical, fire and similar codes based upon uniform codes incorporated by reference into the Santa Ana Municipal Code; 11A-16 (3) Laws, including zoning code provisions, which regulate the manner in which business activities may be conducted or which prohibit any particular type of business activity on a city-wide basis; and (4) Procedural rules of general City-wide application. C. In recognition of the need for City services, including but not limited to police, fire and park, to meet the demand generated by new, cumulative residential development in the City, District, Owner will not object to participation in a community facilities district, assessment district, or other similar funding mechanism, to provide funds for such services, should any such a mechanism be established. d. No vested rights as to any requirements in this section either as to existing or fixture regulations, ordinances, policies, and plans are hereby conferred. 5.3 Design and Construction Standards and Specifications. The design and construction standards and specifications for all Project construction, including without limitation the facilities set forth in the Public Art Plan, shall be subject to applicable design standards and guidelines in effect at the time that any development approval shall be sought for the Project or any unit or structure contained within the Project. 5.4 FAA Approval. Owner shall obtain and maintain, during the term of the agreement, any and all necessary approvals from the FAA for the Project. Should such approvals lapse, and not be reinstated or reapproved prior to the issuance of the first building permit, the City shall have the right to terminate the agreement. 5.4.1. Avigation Easement. The Owner shall, prior to issuance of the first building permit for the Project, execute an avigation easement in a form approved by the City Attorney, which shall be recorded with the Recorder of the County of Orange. The avigation casement shall prohibit any and all claims, actions or lawsuits of any kind or type for nuisance or interference with use and enjoyment of the underlying Property or the Project including but not limited to noise, sound, vibration, fumes, fuel particles, dust, discomfort or other environmental effects incident to aircraft operations as well as any inconvenience or annoyances caused by the operations of the John Wayne Airport (SNA). The avigation easement shall grant the right to enter or penetrate into or transmit through the airspace above, on or in the vicinity of the Property for the unobstructed use, passage or operation of all types of aircraft and the right to create or generate all things and consequences to the Property that may be, or may be alleged to be, incident to or resulting from the use of said Airspace and any and all related aircraft and airport operation. The City shall be the benefited party in the avigation easement, but said easement shall be assignable by the City to a third party, including but not limited to John Wayne Airport (SNA), without consent of Owner. 54 2 L imit on Fast Food d T 1 O tR t t At ll th ti h Owner ennit n . . iore tha an n 3 000 s are fe t f t a w no u es auran s. h t il i th V t t b e me s a ? t d t "f d p , p e o e fe a space n e fajee o . _ _ eave e o as food" an "t k d » t t F . f hi A h ll b a e re s auran s, ef purposes o greement, a restaurant s ? s a not e 11A-17 "f t d d t b "`1" " ,."t k t" f t .,t if it „. id di d t d ° as eeme o e a o a e u p es e s own l i t bl i f d i d d li i l d tak e t d b exe us ve a e ser-v e ,:11,,..,, to s eh serv or o e iees. r er ng an e ver ng mea s e u an everages, an 5.5 Future Discretionary Approvals. This Agreement shall not prevent the City, when considering requests for discretionary approvals not covered by Section 5.1 of this Agreement subsequent to the effective date of this Agreement, from applying new rules, regulations, and policies which are applicable to the Property, including but not limited to, changes in the general plans, specific plans, zoning, subdivision or building regulations, nor shall this Agreement prevent the City from denying or conditionally approving any subsequent applications for land use entitlements based on such existing or new rules, regulations, and/or policies; provided, however, that such new rules, regulations, and official policies are of general application to all development within the City and are not imposed solely with respect to the subject property. In addition, this Agreement shall not prevent the City from exercising its police power to protect the health, safety, and welfare of the public. This police power, exercised in accordance with Section 5.2 of this Agreement, is paramount to any rights or obligations created or existing between the parties. 5.6 Processing Fees. All fees and charges intended to cover City costs associated with processing development of the Property, including but not limited to fees and charges for applications, processing, inspections, plan review, plan processing, and/or environmental review, which are existing or may be revised or adopted during the term of this Agreement, shall apply to the development of the Property. 5.7 Amendments or Additions to Citywide Fee Programs. This Agreement shall not preclude the inclusion of and changes to fee programs, taxes whether special or general, or assessments (hereafter collectively referred to as "fees") adopted by the City after the effective date of this Agreement, which shall be applicable to the Project or the Property provided that they (1) are standard fees applicable to all development in the City (although actual fee rates may vary within the City where bona fide Citywide fee zones have been established), (2) are not applicable primarily or only to this Project, erg and (3) are not imposed to either (a) mitigate, offset or compensate for Project impacts which were analyzed in the negative declaration prepared for the Project, or (b) duplicate any project design features conditions of approval, Agreements, or mitigation measures contained in the Development Plan or this Agreement. The current entitlement fees shall be locked in as of the date of this Agreement and there shall be no additional entitlement fees for the Proiect. However, building permit fees including fees for now permits required after the date of this Agreement will not be locked in at any rate, but rather will be the amount at the time of Pullin building permits Any deferral of development impact fees will only be allowed in accordance with Santa Ana Ordinance No. NS-2814 adopted by the Santa Ana City Council on February 22, 2011. 5.8 Development, Construction and Completion of Work of Public Art. In consideration for the extraordinary and significant benefits set forth in this Section, the Owner has been legally vested under paragraph Section 5.1 with regard to the zoning, permitted uses of land, density, height, setback, design, size of structure and intensity of use of the Property; Owner shall include within the Project at a prime location visible to the public, a single or 11k--18 grouped permanent work of public art (the "Public Art"). The Public Art shall conform in all respects to Exhibit C of this Agreement. Facilities specified in seetien Section 5.8.1 below must be designed and/or constructed prior to the triggering event. In the event that Owner fails to meet either of the triggering events set forth in seetien Section 5.8.1., below, Owner shall pay the City an amount equivalent to one-half of one percent (0.5%) of the estimated value of its Project, as conclusively specified by the Executive Director of the City's Planning and Building Agency, to be used by the City to acquire other public art for other locations within the City, in which case, Owner will not be considered in default under this Agreement. 5.8.1 Work of Public Art. Items to Be Complete Triggering Event E.g., New Use or New Area) 1. Submit Final Design of Public Art. Prior to issuance of first Building Permit or five Final design must conform to Public Art (5) years from the effective date of this Agreement, Plan. whichever comes first. 2. Install Public Art. Prior to City's issuance of the first Certificate of Occupancy for any building or structure, or the expiration of the term of this Agreement, whichever comes first. With respect to the Final Design, Owner shall complete all constriction and development, shall submit all plans, drawings, and other documents, and perform all of its obligations under this Agreement within the times specified above. During periods of construction of the work of public art encompassed in the Public Art Plan, Owner shall submit to the City a written report of the progress of the construction when and as reasonably requested by the City. The report shall be in such form and detail as may be reasonably required by the City, and shall include a reasonable number of construction photographs (if requested) taken from the last report by Owner. Development scheduling or date or times of performance may be subj ect to revision from time to time if first mutually agreed to in writing. Such revisions do not constitute amendments requiring further notice and public hearing. 5.8.2. Inclusionary Housing Fee. Owner shall pay to the City the stun of $3,000.00 per residential unit as a condition of issuance of each building permit. This fee shall apply to all units developed on the existiniz three and one-tenth (3.1) cross acres. This fee shall be used by the City for planning (including but not limited to preparation of one or more elements of its general plan or for zoning amendments), conceptual design, final design, bid preparation, award of bid, property appraisal, property acquisition, relocation, lost goodwill-, and/or construction of new or substantially rehabilitated existing affordable housing in the City. Alternatively, Owner may at any time cease making such payments if it enters into an agreement with the Community Redevelopment Agency or the Community Development A encX of the City of Santa Ana to either (i) newly construct or rehabilitate and sell or lease, with affordability covenants as required by State law, 42 inclusionaiy housing units totaling fifteen percent (#-liat 11119 g15%) of the housing units proposed for the Project as provided by Health & Safety Code r1rurr section 33413(b)(2)(A)), and/or (b) provide for up to sixty percent (60%) of these inclusionary units to moderate income residents at its Project, consistent with Health & Safety Code section 33413(b)(2). 5.8.3 No Redevelopment Subsidy. The Owner shall not be entitled to request or accept any agreement with the Santa Ana Community Redevelopment Agency for economic,. debt service payments, or other assistance for the development of the Project. Failure to comply with this provision shall be deemed in and of itself to constitute a failure to in good faith comply with terms or conditions of this Agreement pursuant to the terns of Government Code section 65865.1. 5.8.4. In-Lieu Park Development Fee. The Owner shall pay an in-lieu park development fee amount equivalent to the Park Dedication requirement -,Pewr° -J :n the site- plan review le#ef for. Site Plan Review No. 2004 . The fee shall be assessed at the value of $35.50 per square foot of area to be dedicated pursuant to the standard established by section 34-204 et seq. of the Santa Ana Municipal Code, as specified in said City's site plan review letter; provided, however that the fee may be increased yearly beginning twelve months following the effective date of this agreement, by the average rate of increase in land costs in the City of Santa Ana, as that increase is established by the "Construction Cost Index-Los Angeles," published by Engineering News-Record, or substitute index chosen by the Executive Director of Planning and Building should that Index be discontinued. The fee shall be paid prior to issuance of each building permit. The City shall use said fees for new parkland, capital improvements at existing parks, and deferred maintenance at existing parks (up to a maximum of fifty percent of amount of the fee), and seventy five percent (75%) of said fees shall be utilized by the City in the Quadrant of the City (as set forth in the City's Park A&D Fee program) in which the Project is located. If not used or appropriated this fee shall be returned to Develop, r Owner, consistent with the provisions of (and subject to the exceptions contained within) the California Mitigation Fee Act, Government Code § 66000 et seq. 5.8.5 Covenants, Conditions, and Restrictions. Covenants, Conditions, and Restrictions (CC&R's) must be provided and approved by the Planning and Building Agency's Executive Director for the project prior to the issu nee of the first building permit recording of the Final Map. Such CC&R's must contain at a minimum, the following: (1) No more than four residents per unit, except that for three-bedroom units, there shall be no more than five residents per unit. (2) To the extent permitted by lav", all " si eiita aPA live work units shall remain . . ad and shall not allow rentai of the entire unit. (32) No home occupancy shall be permitted in a unit, except in accordance with section 41-192 et seq. of the Santa Ana Municipal Code. (43) Assignment of repair of perimeter walls and common areas, including landscaping, will be specified in the CC&R's in the event of 11A220 damage. (34) Disclosure and release: CC&R's shall provide notice to prospective owners of the urban character of the City and this area, including but not limited to the permitted uses of the property and buildings in the immediate area of the development (e.g., MacArthur Place, Griffin Towers, and surrounding property zoned and/or devoted to commercial use), and shall provide a release of all claims against the City which may arise from or relate to the disclosed matters. (65) Terms and Content: i. CC&R's are to be in effect in perpetuity. ii. Any proposed modifications to the CC&R's will require approval by the Agency's Executive Director. iii. CC&R's shall provide a significant financial penalty (i.e., thg permitted by law) that shall be imposed by the Home Owner's Association to any member who violates these provisions If the Project requires a conversion from rental units to condominiums at the time of recording the Final Map, the Owner must abide by and comply with the requirements and conditions of Santa Ana Municipal Code sections 34-331, et seq., pertaining to residential conversion projects, prior to recording; of the Final Map. 5.9 Responsibility l?for Costs of Work 9of Public Art. The City and Owner agree that Owner shall be responsible for all costs associated with the design, construction, maintenance and repair of the work of public art provided for in the Public Art Plan. 5.10 Moratoria. Moratoria enacted by the City for the public health, safety, and welfare, which are imposed on the Property or Project, shall toll the time periods set forth in this Agreement. 5.11 City to Receive Contract Documents. Owner shall fiirnish City, upon written request, copies of contracts and supporting documents relating to the work of public art. 5.4-312 Conditions of Discretionary Approvals. The requirements imposed as conditions of any discretionary approval received through the City's existing regulatory process shall be governed by the terns of those approvals, and in no event shall such conditions be affected by the termination, cancellation, rescission, revocation, or default or expiration of this Agreement. 5.4-413 Compliance Wwith Governmental Requirements. Subject to and as otherwise provided by the terms of Section 5.1 above, Owner shall carry out the design, 13 11 A-21 construction, and operation of the Project in substantial conformity with all applicable laws, ordinances, statutes, codes, rules, regulations, orders, and decrees of the United States, the State of California, the County of Orange, the City, or any other political subdivision in which the Property is located, and of any other political subdivision, agency, or instrumentality exercising jurisdiction over the City, the Owner or the Property, including all applicable federal, state, and local occupation, safety and health laws, rules, regulations and standards, applicable state and labor standards, applicable prevailing wage requirements, the City zoning and development standards, City permits and approvals, building, plumbing, mechanical and electrical codes, as they apply to the Property and the Project, and all other provisions of the City and its Municipal Code (as they apply to the Property and the Project), and all applicable disabled and handicapped access requirements, including, without the limitation, the Americans With Disability Act, 42 U.S.C. § 12101 et seq., Government Code § 4450 et seq., and the Unruh Civil Rights Act, Civil Code § 51 et seq. ("Governmental Requirements"). 6. ANNUAL REVIEW. 6.1 City and Owner Responsibilities. City shall, at least every twelve (12) months during the term of this Agreement, review the extent of good faith substantial compliance by Owner with the terms of this Agreement. Pursuant to Government Code Section 65865. 1, as amended, Owner shall have the duty to demonstrate by substantial evidence its good faith compliance with the terms of the Agreement at the periodic review. 6.2 Review Letter. If Owner is found to be in compliance with the Agreement after annual review, City shall, upon written request by Owner, issue a Review Letter to Owner (the "Letter") stating that based upon information known or made known to the City Council, the City Planning Commission and/or the City Planning Director, the Agreement remains in effect and Owner is not in default. Owner may record the Letter in the Official Records of the County of Orange. 6.3 Failure of Periodic Review. City's failure to review at least annually Owner's compliance with the terms and conditions of this Agreement shall not constitute or be asserted by any party as a breach of the Agreement by Owner or City. 7. DEFAULT. 7.1 Events of Default. Property Owner is in default under this Agreement upon the happening of one or more of the following events or conditions: (1) If a warranty, representation, or statement made or furnished by Property Owner to the City in conjunction with the Project is false or proves to have been false in any material respect when it was made; (2) A finding and determination made by the City following a periodic review under the procedure provided for in Government Code Section 65865.1 that upon the basis of substantial evidence the Property Owner has not complied in good faith with one or more of the terms or conditions of this Agreement; 11A-22 (3) Failure to comply with Governmental Requirements regulations; (4) Any other event, condition, act, or omission of Owner, or of its officers, agents, employees, consultants, special counsel, or representatives, which materially interferes with the intent and objectives of this Agreement. 7.2 Procedure upon Default. (1) Upon the occurrence of an alleged default, City shall give Property Owner (the "defaulting party") thirty (30) days written notice specifying the nature of the alleged default and, when appropriate, the manner in which said default may be satisfactorily cured. After proper notice and expiration of said thirty (30) day cure period without cure, City may terminate or amend this Agreement in accordance with the procedure adopted by the City as to all defaults that may be cured within said thirty (30) day cure period. For defaults that cannot be cured within said thirty (30) day cure period, City may terminate or amend this Agreement in accordance with the procedure adopted by the City should at any time Owner fail to diligently proceed in curing the default. Failure or delay in giving notice of default shall not constitute a waiver of any default, nor shall it change the time of default. (2) City does not waive any claim of defect in performance by Property Owner, if on periodic review the City does not propose to modify or terminate this Agreement. third person. (3) Non-performance shall not be excused because of a failure of a (4) An express repudiation, refusal, or renunciation of the contract, if the same is in writing and signed by the Property Owner, shall be sufficient to terminate this Agreement and a hearing on the matter shall not be required. (5) Adoption of a law or other governmental activity making performance by the Owner unprofitable or more difficult or more expensive does not excuse the performance of the obligation by the Property Owner, unless such an activity constitutes a breach of this Agreement by the City, or the City undertakes such an activity which renders impossible Owner's performance of its obligations or exercise of any of its rights vested under this Agreement. (b) All other remedies at law or in equity which are not inconsistent with the provisions of this Agreement are available to the parties to pursue in the event there is a breach. 7.3 Damages upon Termination. In no event shall Property Owner be entitled to any damages against City upon lawful termination of this Agreement. 7.4 Institution of Legal Action. In addition to any other rights or remedies, 11 k-23 either party may institute legal action to cure, correct, or remedy any default or breach, to specifically enforce any covenants or Agreements set forth in the Agreement, or to enjoin any threatened or attempted violation of the Agreement; of to obtain any remedies consistent with the purpose of the Agreement. Legal actions shall be instituted in the Superior Court of the County of Orange, State of California, or in the Federal District Court in the Central District of California, Southern Division. 8. ENCUMBRANCES AND RELEASES ON PROPERTY. 8.1 Discretion to Encumber. This Agreement shall not prevent or limit Owner, in any manner, at Owner's sole discretion, from encumbering the Property or any portion of the Property or any improvement on the Property by any mortgage, deed of trust, or other security device securing financing with respect to the Property or its improvement. 8.2 Entitlement to Written Notice of Default. The mortgagee of a mortgage or beneficiary of a deed of trust encumbering the Property or any part thereof and their successors and assigns shall, upon written request to City, be entitled to receive from City written notification of any default by Owner of the performance of Owner's obligations under the Agreement which has not been cured within thirty (30) days following the date of default. C? ma modify or add to the provisions of this Section 8.2 at the request of any institutional lender or pension trust providing financing so long as such requested modifications or additions pertain only to the rights of a Mortgagee hereunder and are not otherwise inconsistent with the terms of this Agreement. 8.3 Releases. City agrees that upon written request of Property Owner and payment of all fees and performance of the requirements and conditions required of Owner by this Agreement with respect to the Property, or any portion thereof, City may execute and deliver to Owner appropriate release(s) of further obligations imposed by this Agreement in form and substance acceptable to the Orange County Recorder or as may otherwise be necessary to effect the release. 9. MISCELLANEOUS PROVISIONS. 9.1 Rules of Construction. The singular includes the plural; the masculine gender includes the feminine; "shall" is mandatory; "may" is permissive. If there is more than one signer of this Agreement, their obligations are joint and several. 9.2 Entire Agreement, Waivers and Amendments. This Agreement constitutes the entire understanding and Agreement of the parties with respect to the matters set forth in this Agreement. This Agreement supersedes all negotiation or previous Agreements between the parties respecting this Agreement. All waivers of the provision of this Agreement must be in writing and signed by the appropriate authorities of City or of Owner. All amendments to this Agreement must be in writing signed by the appropriate authorities of City and Owner, in a form suitable for recording in the Official Records of Orange County, California. Within ten (10) days following the effective date of this Agreement, a copy of this Agreement shall be recorded in the Official Records of Orange County, California. Upon the completion of 11A-24 24 performance of this Agreement or its revocation or termination, an appropriate Certificate of Completion acknowledging such occurrence signed by the appropriate agents of Owner and City shall be recorded in the Official Records of Orange County, California. 9.3 Project as a Private Undertaking, It is specifically understood by the parties that: (a) the Project is a private development for purposes of Government Code Section 65864 et seq.; (b) City has no interest in or responsibilities for or duty to third parties concerning any improvements to the Property or in connection with the Project; and (c) Owner shall have the full power and exclusive control of the Property subject to the obligations of Owner set forth in this Agreement. 9.4 Incorporation of Recitals. The Recitals set forth in Section 1 of this Agreement are part of this Agreement. 9.5 Captions. The captions of this Agreement are for convenience and reference only, and shall not define, explain, modify, construe, limit, amplify, or aid in the interpretation, construction, or meaning of any of the provisions of this Agreement. 9.6 Consent. Where the consent or approval of a party is required in or necessary under this Agreement, the consent or approval shall not be unreasonably withheld. 9.7 Covenant of Cooperation. The parties shall cooperate with, deal with each other in good faith, and assist each other in the performance of the provisions of this Agreement. 9.8 Time of Essence. Time is of the essence for each provision of this Agreement of which time is an element. 9.9 Conflicts of Law. In the event that state or federal laws or regulations enacted after this Agreement has have been entered into or the action or inaction of any other affected governmental jurisdiction prevents or precludes compliance with one or more provisions of this Agreement or require changes in plans, maps, or permits approved by the City, the parties shall provide the other party with written notice of such state or federal restriction, provide a copy of such regulation or policy, and a statement of conflict with the provisions of this Agreement. The parties shall, within thirty (30) days, meet and confer in good faith in a reasonable attempt to modify this Agreement to comply with such federal or state law or regulation. Thereafter, regardless of whether the parties reach an Agreement on the effect of such federal or state law or regulation upon the Agreement, the matter shall be scheduled for hearing before the Ci Council. Public notice of such hearing shall be given pursuant to Government Code Section 65854.5. The City Council, at such hearing, shall determine the exact modification or suspension which shall be necessitated by such federal or state law or regulation pursuant to Government Code Section 65869.5. At the hearing Owner shall have the right to offer oral and written testimony. 9.10 Severability. If any term, provision condition or covenant of this Agreement or the application thereof to any party or circumstances shall to any extent be held 11 k--25 invalid or unenforceable the remainder of the instrument, or the application of such term, provision, condition or covenants or the application of such term, provision, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected thereby and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 9.11 Counterparts. This Agreement has been executed in one or more counterparts, each of which has been deemed an original, but all of which constitute one and the same instrument. 9.4-912 Recording. The City Clerk shall cause a copy of this Agreement to be recorded with the Office of the County Recorder of Orange County, California, within ten (10) days following the effective date of this Agreement. . 9.13 Estoppel Certificate. Either party may, at any time, and from time to time, deliver written notice to the other party requesting such party to certify in writing that, to the knowledge of the certifying party, (i) this Agreement is in frill force and effect and a binding obligation of the parties, (ii) this Agreement has not been amended or modified either orally or in writing, or, if so amended, identifying the amendments, and (iii) the requesting party is not in default in the performance of its obligations under this Agreement, or if in default, to describe therein the nature and amount of any such defaults. A party receiving a request hereunder shall execute and return such certificate within thirty (30) days following the receipt thereof. The City Manager of the City shall have the right to execute any certificate requested by Owner hereunder. The City acknowledges that a certificate hereunder may be relied upon by transfers, Mortgagees, or other parties. 18 11 A-26 IN WITNESS WHEREOF, this Agreement has been executed by the City of Santa Ana and by Property Owner. Dated this _ day of , 20_. THE CITY OF SANTA ANA By PAUL M. WALTERS Interim City Manager Approved as to Form: By JOSEPH A. STRAKA Interim City Attorney VDC AT THE MET, LLC, A California Limited Liability Company By Ryan Ogulnick Its Manager 19 11 A-27 STATE OF CALIFORNIA ) ) ss. COUNTY OF ORANGE ) On this day of , 200_, before me, a Notary Public in and for said state, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the City Manager of THE CITY OF SANTA ANA, the charter city that executed the within insh ument, known to me to be the person who executed the within instrument on behalf of the municipal corporation therein named, and acknowledged to me that such municipal corporation executed the within instrument pursuant to its bylaws or a resolution of its City Council. WITNESS my hand and official seal. NOTARY PUBLIC STATE OF CALIFORNIA ) ) ss. COUNTY OF ORANGE ) On this day of , 200_, before me, a Notaiy Public in and for said state, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the of , the that executed the within instrument, known to me to be the person who executed the within instrument on. behalf of the municipal corporation therein named, and acknowledged to me that such municipal corporation executed the within instrument pursuant to its bylaws or a resolution of its Board. WITNESS my hand and official seal. NOTARY PUBLIC 11 A-28 EXHIBIT "A" Property Legal Description REAL PROPERTY IN THE CITY OF SANTA ANA COUNTY OF ORANGE STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: PARCEL A: LOT 1 AS SHOWN ON EXHIBIT "B" OF LOT LINE ADJUSTMENT NO. 98.001 IN THE CITY OF SANTA ANA COUNTY OF ORANGE STATE OF CALIFORNIA RECORDED APRIL 9 1998, AS INSTRUMENT NO. 19980210009 OF OFFICIAL RECORDS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. PARCEL B: A NON-EXCLUSIVE RECIPROCAL EASEMENT FOR VEHICULAR INGRESS, EGRESS AND ACCESS AS SET FORTH IN THAT CERTAIN DECLARATION AND GRANT OF EASEMENTS RECORDED APRIL 9, 1998, AS INSTRUMENT NO. 19980210011 AND IN THAT CERTAIN AMENDED AND RESTATED DECLARATION AND GRANT OF EASEMENTS RECORDED APRIL 15, 1998, AS INSTRUMENT NO, 19980222444, AND IN THAT CERTAIN AMENDED AND FULLY RESTATED RECIPROCAL EASEMENT AGREEMENT RECORDED NOVEMBER 11, 2004, AS INSTRUMENT NO.2004001056213 ALL OF OFFICIAL RECORDS OF ORANGE COUNTY CALIFORNIA. EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN PARCEL A HEREINABOVE DESCRIBED. PARCEL C: AN EASEMENT FOR THE CONSRUCTION INSTALLATION MAINTENANCE AND REPAIR OF A STORM DRAIN AND RELATED IPROVEMENTS AS SET FORTH IN THAT CERTAIN STORM DRAIN EASEMENT AND MAINTENANCE AGREEMENT RECORDED APRIL 18, 2005, AS INSTRUMENT NO 2005000291720 OF OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. 11 A-29 EXHIBIT "B" Property Site Plan To be inserted 11 A-30 EXHIBIT "C" Public Art Plan 1. Public art valued at one-half of one percent (0.5%) of the total Project building permit valuation is required. Public art shall be comprised of a single art piece or grouped art pieces to be placed at a final location to be determined as specified in paffigfaph section 2.5 of this Agreement. The public art should invite participation and interaction, inspire, add local meaning, interpret the community by revealing its culture or history, and/or capture or reinforce the unique character of the new place. A comprehensive Public Art Plan indicating compliance with this requirement, and which proposes specific pieces of art for specific locations or applications, shall be submitted to the Planning Commission prior to the completion of the project's first phase. All public art approved by the Planning Commission in the Public Art Plan shall be completely installed as provided in paragr-ap section 5.8.1 of this Agreement. 2. Art should be sited to complement features such as plaza or architectural components so that the art is an integral pail of the development site. 3. Public art should be constructed using durable materials and finishes including but not limited to stone or metal. 4. No art piece provided pursuant to the public art requirement shall include advertising of any type, including but not limited to products, services or businesses. 5. All public art provided pursuant to the public art requirement shall be properly maintained at all times, be free of any graffiti and shall not incorporate any flashing or distracting form of illumination. 6. All art pieces approved and installed pursuant to the Public Art Plan shall remain on the project site and may not be removed without the approval of the Planning Commission. 7. Expenses Not Allowed from Art Allocation i. Expenses to locate the artist (e.g., airfare for artist interviews, etc.) ii. Architect and Landscape Architect fees. iii. Landscaping around a sculpture that is not included as part of the artist's sculpture furnishings, including, but not limited to, functional structures, prefabricated water or electrical features not created by the artist, and ornamental enhancements. iv. Utility fees associated with activating electronic or water generated artwork. 11 A-31 v. Lighting elements not integral to the illumination of the art piece. vi. Publicity, public relations, photographs, educational materials, business letterhead or logos bearing artwork image. vii. Dedication ceremonies, including sculpture unveilings or grand openings. 11 A-32 EXHIBIT "D" Cooperative Agreement for Off-Site Improvements 11 A-33 COOPERATIVE AGREEMENT FOR OFF-SITE 1MPROWMENTS THIS Agreement Is entered into this day of , 2005, by and between the SANDPOINTB NEIGHBORHOOD ASSOCIATION, INC., a California, non-profit public benefit and federal 501(c)(3) corporation ("Sandpoitite"), the NEXUS DEVELOPMENT CORPORATION/CENTRAL DIVISION, INC. a California corporation and The Grand Plan 2, LLC, a California Limited Liability Company (collectively referred to herein as "Nexus"), COASTAL RIM PROPERTIES, INC., a California corporation ("Geneva Commons"), the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA, apublic body corporate and politic (the "Agency"), 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 (the "City") WITNESSETH A. . Nexus has proposed constructing at Hutton Center a five level residential condominium project, two 23-residential level condominium high-rise and one 24-residential level condominium.(for a total not to exceed 835 condominium units), together with ancillary retail not to exceed 14,000 square feet (the "Nexus Project'). B. Geneva Cornunons has proposed constructing at the northeast comer ofMacArthur Boulevard and Imperial Promenade an approximately 278-unit condominium project consisting of an 18-residential level high rise project and an eight-story building, together with ancillary retail (the "Geneva Commons Project'). C. Sandpointe is a non-profit corporation that serves as a conduit between the Sandpointo Neighborhood CWe€ghborhood") and outside community and political interests. Sandpointe Neighborhood is a residential neighborhood of single family and some multi-family homes in the southeast portion of Santa Ana. The SandpointeNeighborhood consists of approximately 800 residences. Sandpointe does not have the authority to bind any individual resident of the Sandpointe Neighborhood. D. The Agency is a community redevelopment agency, as that teen is defined in California Health & Safety Code § 33100. In 1982, the Agency created the South Main Redevelopment Project Area ("Project Area"), and Nexus and Geneva Commons are located within the Project Area, B Sandpointe has identified certain physical improvements needed In the area of the Neighborhood that are necessitated by or would in some way offset the impact of the two development projects. Nexus and Geneva-Commons desire to contribute towards the cost and/or construction of those improvements to the Sandpointe neighborhood in addition to and to EXHIBIT D Ordinance No. NS-2680 t Page 30 of 61 11 A-34 supplement the mitigation measures and conditions of approval imposed by the City of their respective developments. Those improvements are set forth in Exhibit A, attached hereto and made a part hereof by this reference ("Improvements"), F. The Agency is willing to assist in the fielding of the improvements but only from a portion of the tax increment actually generated by the Nexus and Geneva Commons Projects and to find specified improvements that would reduce blight and benefit the Project Area. 0. Ttie City's participation in this Agreement is limited to coordination of funding and/or construction of certain, herein specified publicly owned improvements. H, Nexus has agreed to constrict some of the improvements, and pay for the construction of others, as more fully set forth below ("Nexus Improvements"). Geneva Commons has agreed to pay for a portion of the Nexus Improvements. NOW, 'T'HEREFORE, the parties hereto do mutually agree as follows; SCOPE OF WORK A. Nexus shall construct and/or fund the improvements identified as "Nexus Improvements" in Exhibit A hereto according to the schedule set forth in Exhibit 0 to this Agreement, attached hereto and incorporated herein by this reference, Nexus shall be entitled to full use of the ftnids deposited in the Nexus Escrow to undertake the Nexus Improvements. B. In consideration for Nexus' agreement to construct and/or fund the Nexus Improvement, Geneva Commons agrees to contribute a sum equal to its pro-rata share of residential units between itself and Nexus (which is currently twenty-five percent (25%) pursuant to those numbers set forth In seotlons A and B of the Recitals above) of the cost of the Nexus Improvements, towards the cost thereof payable at the time called for below. Notwithstanding the foregoing, if Nexus has-not executed this Agreement prior to the date this Agreement becomes binding on Geneva Commons (which the parties agree shall conclusively deemed to be the first day upon which this Agreement has been executed by Geneva Commons, the City; the Agency acid Sandpointe), then Geneva Commons pro-rata share contribution to the Nexus Escrow shall be conclusively fixed at twenty-five (25%) regardless of the actual number ofxesidential units approved for it and Nexus. C. If the entire Nexus and Geneva Commons Projects are constructed, Agency shall cause the construction of the improvements identified as "Publicly-Owned Improvements" in Exhibit A hereto according to the schedule set forth in Exhibit C to this Agreement, attached hereto and incorporated herein by this reference. The parties acknowledge and agree that the total cost of the publicly owned improvements, including studies, design and overhead , shall not exceed Five Million Dollars ($5,000,000.00). B)aUlT D 2 Ordinance No. NS-2680 Page M of 51 11 A-35 2. COMPENSATION AND METHOD OF PAYMENT A, Nexus shall, within sixty (60) days of execution of this Agreement, open an escrow account at First American Title insurance Company, 2 First American Way, Santa Ana, California, or an equivalent escrow company approved in advance by Geneva Commons and Sandpointe, for deposit of fonds to be used to pay for fie Nexus Improvements (referred to heroin as the "Nexus Escrow' ). B. Sandpointe shall deposit $1,000,00 into the Nexus Escrow on the Bserow Submission Date no later than the date the of the first payment made pursuant to paragraph 2.13. of this Agreement, C. Prior to the deadline specified in paragraph 2.D, of this Agreement, Noxus and Geneva Commons shall meet and confer in good fault to agree upon the estimated cost of the Nexus improvements, If, at any time, eithor Geneva Commons or Nexus determines that such agreement is not possible, then the objecting party shall submit its dispute in writing, together with any evidence upon which It relies to the Executive Director of the City's Public Works Agency and the other party, Within fifteen (15) days of its receipt of said notice, the non-objecting party shall then have fifteen (15) days to submit any response it has to the City and the objecting party. The Executive Director of the City's Public Works Agency or designee shall then, within thirty (30) days of receipt of the response, if any, or the expiration of said deadline, inform both Geneva Commons and Nexus in writing of the final determination of the estimated total cost, which all parties agree shall be conclusive and binding upon both Nexus and Geneva Commons. Thereafter, Nexus and Geneva Commons shall deposit their respective shares of the estimated cost of the Noxus Improvements as set forth in paragraph I.B. of this Agreement, less $1,000.00, into the Nexus Escrow no later than the date specified in paragraph 2.1), of this Agreement. D. Nexus shall pay into the Nexus Escrow no later than (i) the date the first building permit is issued by the City for the Nexus Project, or (ii) a date ninety (90) days after the issuance of entitlements to Nexus, provided no litigation or referendum petition challenging Nexus has been filed and served on the City, whichever comes later. Geneva Commons shall pay into the Nexus Escrow no later than (i) tho date the first building permit is issued by the City for the Geneva Commons Project, or (ii) a date ninety (90) days after the issuance of entitlements to Geneva Commons, provided no litigation or referendum petition challenging Geneva Commons has been filed and served on the City, whichever comes later. EXfl1B1T D Ordinance No. NS-2680 Page 32 of tit 11 A-36 E. The Agency shall pay the City its cost incurred by the City for the Publicly-Owned Improvements set forth in Exhibit A to this Agreement; provided, however that total Commitment by the City and Agency toward the Publicly-Owned Improvements shall not exceed FIVE MILLION DOLLARS ($5,000,000.00). If the items set forth as Publicly-Owned Improvements in Exhibit A are found to cost more than this sum, then the Agency shall, in the exercise of its sole and absolute discretion, limit or eliminate Publicly-Owned Improvements set forth in Exhibit A; provided, however, that the Agency shalt proceed with the Publicly-Owned Improvements in the order as set forth in said Exhibit. 3, NEXUS CONSTRUCTION DRAWINGS AND RELATED DOCUMENTS A. Nexus shall prepare and submit construction drawings and related documents for items listed on Exhibit A to the City for review (including, but not limited to, architectural review) and written approval as and at the times established in the Schedule of Performance set forth in Exhibit B to this Agreement. The construction drawings and related documents shall be submitted in two stages;- (i) the Preliminary Site Plans and (ii) Final Site Plans. B. During the preparation of all drawings and plans, City staff and Nexus shall hold regular progress meetings to coordinate the preparation of, submission to, and review of . construction plans acid related documents by the City. The City staff and Nexus shall communicate and consult informally as frequently as is necessary to insure that the fonnal submittal of any documents to the City can receive prompt and speedy consideration. C. Any revision or correction of plans required by the City shall be deemed approved by the Agency, Geneva Commons and Sandpointe. D. Neither the City, the Agency, Sandpointe or Geneva Commons shall have any ownership interest in, or any right to use, the Preliminary Site Plans or the, Final Site Plans submitted by Nexus, nor shall the City, the Agency, Sandpointe or Geneva Conunons authorize the right to use any such plans or drawings to any person or entity. APPROVAL OF NEXUS PLANS, DRAWINGS AND RELATED DOCUMENTS A. The City shall have the right of reasonable review (including, but not limited to, architectural review) of all plans, drawings and related documents including any proposed changes therein. The City shall approve or disapprove such plans, drawings, and related (and any proposed changes therein) within the times established in the Schedule of Performance set forth in Exhibit B hereto. Such approval shall not be unreasonably withheld. B. Any disapproval shall state in writing the reasons for disapproval. The City shall have the right to disapprove, in its reasonable discretion, any of the Final Plans if the Final Plans do not conform to the Approved Plans, the approved Preliminary Plans or do not conform to Exhibit A to this Agreement, or are incomplete. EXHIBIT D `I Ordinance No. NS-2880 Page 33 of tit 11 A-37 C. The City shall state in writing the reasons for disapproval of the Final Plans within sixty (60) days of receipt of copies of such Final Plans. Failure to respond within this sixty (60) day period shall not be grounds for resubmittal, D. Nexus, upon receipt of a notice of disapproval, shall revise such portions of the plans, drawings or related documents in a manner that reasonably satisfies the reasons for disapproval and shall resubmit such revised portions to the City as soon as possible after receipt of the notice of disapproval. Plans, drawings, and related documents receiving City approval shall not be subsequently disapproved. Nexus shall ensure that all of its plans, drawings and related documents comply with all Governmental Requirements. 5. COMMBNCFMIN`C AND COMPLETION OF CONSTRUCTION OF NEXUS 1MPROVEMENTS a. Nexus shall construct and/or fund, utilizing the Nexus Escrow, the improvements in conformance with Exhibit A to this Agreement and the approved Final Plans. To the extent that the cost of the Nexus Improvements, constructed in conformance with Exhibit A to this Agreement and the approved Final Plans, exceeds the funds in the Nexus Escrow, Nexus and Geneva Commons shall be solely responsible for said costs, with each responsible for any additional cost to the same percentage as is set forth in paragraph 1.8. of this Agreement, Nexus shall complete or fund, as the case may be; the construction of the improvements in conformance with the schedule set forth in Exhibit B to this Agreement, b. The parties acknowledge and agree that ilio Block Wall identified as Item No. 1 on Exhibit A will be constructed on the properties of dozens of individual homeowners in the Sandpointe neighborhood, none of whom are parties to this Agreement, The parties agree to use their best efforts to obtain permission of each of these individual property owners to construct this Block Wall and to permit the City to permanently maintain the climbing ivy along the exterior of the wall, However, it is the parties understanding and intent that should any property owner ret1ase to agree to pennit the construction and/or exterior ivy maintenance {"hold outs"), that the Block Wall will be constructed regardless of any holdouts, and that Nexus shall construct the Block Wall in such fashion as to join the Block Wall to existing wall segments owned by hold outs acid minimize any negative aesthetic impact caused by such hold outs. Nexus agrees to hold Sandpointe and its officers, directors, employees and agents harmless from any claim by any and all property owners including such hold outs arising out of the construction of the Block Wall in which Sandpointe, or its officers, directors, employees or agents are named. Nexus shall be permitted to select counsel to defend Sandpointe at the expense of Nexus, In the event of a potential conflict of interest between Sandpointe and Nexus, Sandpointe shall have the right to select independent counsel. All fees and costs of independent counsel selected by Sandpointe for defense of any claim arising out of or relating to any claims described herein shall be paid by Nexus on behalf of Sandpointe. EXHIBIT D 4rdtnance No. NS-2680 S Page 34 of 61 11 A-38 AGENCY NOTICE TO PROCEED FOR DESIGN AND CONSTRUCTION OF PUBLICLY OWNED IMPROVEMENTS Upon the issuance of a certificate of occupancy pursuant to the California Building Code foir (1) all residential units in a minimum of two of the three high-rise towers in the Nexus Project, and (ii) all residential units in the Geneva Commons Project, the Agency shall give the City a notice to proceed to design and construct the Publicly-Owned bnprovements as set forth in Exhibit' A. If only a portion of the residential. units have been constructed within five (5) years of the date of the Commencement Date, then the Agency shall only give the City a notice to proceed with a partial list of items as set forth in Exhibit C to this Agreement. The Agency's obligation to pay for the Publicly-Owned Improvements, and the City's obligation to complete these Publicly-Owned Improvements, or any part thereof, shall be limited by the Agency's ability to fund said work Flom the project-specifie tax increment generated'by the Nexus Project; provided, however, that City and Agency shall construct item no. La. on the list of Publicly-Owned Improvements in Exhibit A to this Agreement regardless of the project-specific tax increment received by the Agency. 7. COMMENCEMENT AND COMPLETION OF CONSTRUCTION OF PUBLICLY OWNED IMPROVEMENTS a. City shall construct the Publicly-Owned Improvements in conformance with the schedule set forth In Exhibit C to this Agreement and the approved Final flans; provided, however, that the Agency and City shall have no obligation once the cost of the Publicly Owned Improvements exceeds Five Million Dollars ($5,000,000.00). If the cost of the Publicly-Owned Improvements, including all design, administrative and construction"eosts exceed $5,000,000.00, then the City shall construct only that portion of the Publicly Owned improvements as specified in Exhibit C in the exercise of the Agency's sole and absolute discretion, b. City shall, at the conclusion of the plant establishment phase specified in Bxhibit B, additionally maintain the climbing vines and irrigation constructed by Nexus along the outside of the block wall, referenced in item no. 1 on Exhibit A hereto, but the City's obligation to maintain the climbing vines shall only apply to those property owners who execute a fagade easement with the City in a form approved by the City Attorney permitting the City to maintain said climbing vines and indemnifying the City from any liability caused by said climbing vines and/or irrigations. Sandpointe shall be responsible for obtaining signatures from these individual homeowners, INABILITY AND INDEMN FICATION DURING CONSTRUCTION; BODILY INJURY AND PROPERTY DAMAGE INSURANCE A. From and after the Effective Date, Nexus and Geneva Commons agree to and shall indemnify and hold Agency, City and Sandpointe, and their respective officers, directors, agents and employees hatmfess from and against all damages to property or injuries to or death of any person or,persons, including employees or agents of Agency or City, and shall defend, indemnify EXHIBIT D ti Ordinance No. N5-2880 Page 35 of 61 11 A-39 and save Agency, City and Sandpointe, and their officers, agents, and employees, from any and all claims, demands, suits, actions, or proceedings of any kind or nature, including, but not by way of limitation, workers' compensation claims of or by anyone whomsoever, in any way resulting float the negligent or wrongful acts or omissions of Nexus or Geneva Commons or their respective employees, agents or subcontractors. f:or itself and no other, Sandpointe agrees to hold harmless Agency, City and their respective officers, directors, agents and employees from and against all damages to property or injuries to or death of any person or persons, in any way resulting from the negligent or wrongful acts or omissions of Nexus or Geneva Commons, or their respective employees, agents or subcontractors. This Agreement shall not be interpreted or construed to obligate Sandpointe, its offlecrs, directors or agents, or the Neighborhood to defend, indemnify or to answer in any way for the Agency the City or their respective officers, directors, agents or employees for such claims, E. Prior to the commencement of construction, Nexus or any other party working within the real property of the City or Agency, shall obtain at its solo cost and file with the City and Agency, and maintain for the period covered by this Agreement, a policy or policies of liability insurance or a certificate of such insurance, consistent with this Agreement, naming Agency, the City and Sandpointe, their officers, directors, agents, and employees, as insured or additional insured, which provides coverage not less than that provided in the form of a comprehensive general liability insurance policy against liability for any and all claims and suits for damages or injuries to persons or property resulting from or arising out of operations of Nexus, its officers, directors, agents, or employees. Said policy or polkcles of insurance shall provide coverage for both bodily injury and property damage in not less than One Million Dollars ($1,000,000) combined single limit, or its equivalent. Said policy or policies shall also contain a provision that no termination, cancellation, or change of coverage of insured shall be effective until after thirty (30) days notice thereof has been given in writing to City and Agency. Nexus shall give to Agency and City prompt and timely notice of claim made or suit instituted arising out of Nexus operations hereunder. Nexus may procure and maintain, at its own cost and expense, any additional kinds and amounts of insurance, wluch in its own judgment may be necessary for its proper protection in the proscvution of the work. All insurance policies shall be written by responsible and solvent insurance companies and shall include an additional insured endorsement in substantially the form of Exhibit D, attached hereto and incorporated herein by this reference COMPLIANCE WITH GOVERNMENTAL REQUIREMENTS. Nexus shall carry out the design,. construction, and operation of the Nexus Improvements in substalitial conformity with all applicable laws, ordinances, statutes, codes, rules, regulations, orders, and decrees of the United States, the State of California, the County of Orange, the City, or any other political subdivision in which the Property is located, and of any other political subdivision, agency, or instrumentality exercising jurisdiction over the City or Nexus, including all applicable federal, state, and local occupation, safety and health laws, rules, regulations and standards, applicable state and labor standards, applicable prevailing wage requirements, the City zoning and development standards, City permits and approvals, building, plumbing, meohanical EXHIBIT D Ordinance No. NS-2680 7 Page $6 of 51 11 A-40 and electrical codes, and all other provisions of the City and its Municipal Code, and all applicable disabled and handicapped access requirements, including, without the limitation, the Americans With Disability Act, 42 U.S.C. § 12101 et seg., Government Code § 4450 et seq., and the Unnth Civil Rights Act, Civil Code § 51 et seg. ("(3ovenmmental Requirements"). 10. DEFAULTS AND REMEDIES If any party defaults in performance of its obligations, covenants or agreements hereunder, the defaulting parry shall be entitled to cure the default in accordance with this section. The injured party shall give written notice of default to the party in default, specifying the dofauit complained of by the injured party. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time ofdefault. The defaulting party must, within thirty (30) days, following service of said notice, coninnence to cure, correct or remedy such failure or delay and shall complete such cure, correction, or remedy with reasonable diligence. 11. INSTITUTION OF LEGAL ACTIONS Subject to the provisions of Section 13. hereof, in addition to any other rights or remedies, either party may institute legal action to cure, correct or remedy any default to recover damages for any default, or to obtain any other remedy consistent with the purpose of this Agreement, 12. APPLICABLE LAW This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be governed and construed in accordance with the laws of the State of California This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, mid enforcement of any of the clauses of this Agreement shall be detennined and governed by the laws of the State of California. All parties fiarther 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. 13. RIGHTS AND REMEDIBS ARE CUMULATIVE Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shalt not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party, EXHIBIT D R Ordinance No. NS-2680 Page 37 of tit 11 A-41 14. DAMAGES In the event that the Agency or City is liable for damages to Nexus, Sandpointe and/or Geneva Commons, such liability shall not exceed costs incurred by Nexus, Sandpointe and/or Geneva Commons in the performance of this Agreement and shall not-extend to compensation for loss of future income, profits or assets. 15. NOTICES, DEMAND AND COMMUNICATIONS )formal notices, demands and communications between the parties shall be sufficiently given if dispatched by registered or certified mail, postage prepaid, return receipt requested, to the principal offices of the Agency and the Developer as designated below. Such written notices, demands and communications may be sent in the same manner to such other addresses as either party may from time to time designate by mail as provided in !Iris section, City: City of Santa Ana Planning and Building Agency 20 Civic Center Plaza, M-20 Santa Ana, CA 92702 Attn. Stove Harding, Executive Director Phone: (714) 667-2700 Fax: (714) 973-1461 with copy to: City Attorney 20 Civic Center Plaza, M-29 Santa Ana,-California 92702 Agency: Community Development Agency City of Santa Ana 20 Civic Center Plaza, M-25 Santa Ana, CA 92702 Attn: Patricia C. Whitaker, Executive Director .'hone: (714) 647-5360 Tax: (714) 647-6549 with copy to: Agency General Counsel Community Redevelopment Agency of the City of Santa Ana 20 Civic Center Plaza, M-29 Santa Ana, California 92702 EXHIBIT D Ordinance No. NS-2680 9 Page 36 of 61 11 A-42 Sandpointe: Sandpointe Neighborhood Association, Inc, P.O. Box 27122 Santa Ana, California 92799 Attention: Bob 131aak Nexus: Nexus Development Corporation/Central Division, Inc. The Grand Plan 2 I MacArthurPlaee, Suite 300 Santa Ana, California 92707 Attention: Cory W. Alder Geneva Commons: Coastal Rim Properties, Inc. 139 East Alton Avenue Santa Ana, California 92707 Attention: Franco Mola A party may change its address by giving notice in writing to the other parties. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duty registered or certified, with postage prepaid, and addressed as set forth above. If sent by facsimile, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frarumes, weekends, federal, state, County or City holidays hall be excluded. EXHIBIT D 10 Ordinance No. NS-2680 Page 39 of tit 11 A-43 16. ' EFFECTIVE DATE AND TERM OF AGREEMENT This Agreement shall take effect from and after the date of adoption and approval by the City and the Agency pursuant to. official action of the governing bodies thereof and shall be effective until completion and acceptance of the Nexus-Improvements and Publicly-Owned Improvements. If Geneva Commons is approved by the City and Nexus is not, then Geneva Commons shall take over Nexus' obligations to construct a portion of the Nexus Improvements under this Agreement, but shall be, required to (i) meet and confer with the Agency and Sandpointe, and using the order of the Nexus Improvements specified in Exhibit A as a guide, designate which of the Nexus Improvements shall kconstructed using Geneva Commons twenty-five percent (25%) share of the estimated cost of the total Nexus Improvements, and (ii) the parties agree and acknowledge that all references herein to Nexus shall bo deemed to be references to Geneva Commons. IfNexus is approved and Geneva Commons is not, then Nexus, the Agency and Sandpointo shall meet and confer in good faith, and using the order of the Nexus Improvements specified in Exhibit, A as a guide, designate which of the Nexus Improvements shall be constructed using Nexus seventy-five percent (75%) share of the estimated cost of the total Nexus Improvements. 17. COMMENCEMENT DATE . For purposes of this Agreement the terns "Commencement Date" shall refer to the period after issuance of City entitlements and shall be. deemed to be a date ninety (90) days after the issuance of entitlements to Nexus and Geneva Commons (whichever comes later). The Commencement Datc shall be tolled should a valid referendum petition be presented challenging either project, or timely litigation be filed and served challenging any ofthe entitlements, including approval pursuant to the California Environmental Quality Act. 18, INTEGRATION This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreement between the parties with respect to all or any the matters addressed herein. All waivers of the provisions of this Agreement must be in writing and signed by the appropriate authorities of the parties, and all amendments hereto must be in writing and signed by the appropriate authorities of the parties. 19. ASSIGNMENT Nexus and Geneva Commons shall have the right to transfer or assign this Agreement, in whole, to any person, entity (public or private), partnership, joint venture, firm or corporation who is the owner of the real property referenced in tho Recital hereto at any time during the term of this Agreement; provided, however, the rights of Nexus or Geneva Commons under this Agreement may not be transferred or assigned unless the written consent of the City. Council is first obtained and any transfer or assignment of the rights under this Agreement shall Include in EXHIBIT D Ordinance No. NS-2680 I I Page 40 of 61 11 A-44 Ott: City grants written consent to transfer the rights. Nor shall the rights of Nexus or Geneva Commons hereunder be subject to assignment by attachment, execution, or proceedings under any provision of the Bankruptcy Act, and any such assignment or transfer shall be wholly void and of no force and affect unless such written consent thereto be obtained fxom the City Council. Stich transfer or assignment shall not relieve Nexus or Geneva Conunons of any duty, obligation or liability to City without the consent of the City. During the tertu of this Agrownent, any approved assignee or transferee of the rights tinder this Agreement shall observe and perform all of the duties and obligations of Nexus or Geneva Commons contained in this Agreement as such duties and obligations pertain to the Nexus or Geneva Cornmom. Any and all approved successors and assignees of Nexus or Geneva Commons shall have all of the same rights, benefits, duties, obligations, and liabilities of Nexus or Geneva Commons - tinder this Agreement. If the Property is subdivided, any subdivided parcel may be sold, mortgaged, hypothecated, assigned, or transferred to pexsom for development by them. Upon assignment or transfer of the rights of Nexus or Geneva Commons under this Agreement, the obligations of the assignor and the transferee or assignee shall be joint and several. IN WITNESS WHEREOP, the parties hereto have executed this Agreement the date and year first above written. SANDPOINTE NEIGHBORHOOD, ASSOCIATION, INC. By NamLAzez Its NEXUS DEVELOPMENT CORPORATION/ CENTRAL DIVISION, INC, By - Namc Its 12 Ordinance No. NS-2eeo Page 41 of 81 11 A-45 the City grants written consent to transfer the rights. Nor shall the rights of Nexus or Geneva Commons hereunder be subject to assignment by attachment, execution, or proceedings under any provision of the Bankruptcy Act, acid any such assignment or transfer shall be wholly void and of no force and effect unless such written consent thereto be obtained from the City Council. Such transfer or assignment shall not relieve Nexus or Geneva Commons of any duty, obligation or liability to City wilbout the consent of the City. During the term of this Agreement, any approved assignee or transferee of the rights under this Agreement shall observe and perform all of the duties and obligations of Nexus or Geneva Commons contained in this Agreement as such duties and obligations pertain to the Nexus or Geneva Commons. Any and all approved successors and assignees of Nexus or Geneva Commons shall have all of the same rights, benefits, duties, obligations, and liabilities of Nexus or Geneva Commons under this Agreement. If the Property its subdivided,'any subdivided parcel may be sold, mortgaged, hypothecated, assigned, or transferred to persons for development by them. Upon assignment or transfer of the, rights of Nexus or Geneva Commons under this Agreement, the obligations of the assignor and tho transferee or assignee, shall be joint and several. IN WITNESS WHEREOF, the parties hereto have executed this Agreomertt the date and year first above written. SANDPOINTB NEIGHBORHOOD, ASSOCIATION, INC. By Name Its NEXUS DEVELOPMENT CORPORATION/ CENTRAL DIVISION, INC. By _ Z,&-' 4Z o =L?L Name Its Otdlnance No. NS-2680 12 Page 42 of 61 11 A-46 ATTEST; Patricia E, Healy Secretary ofAgency APPROVED AS TO FORM: Joseph W. Fletcher Agency General Counsel COMMUNITY DEVELOPMENT AGENCY OF THE CITY OF SANTA ANA By Patricia C. Whitaker Executive Director EXHIBIT D Ordnance No. NS-2680 14 Page 44 of 61 11 A-47 EXHIBIT A OFF-SITE IMPROVEMENTS Block Wall a. Main Street between Murphy & Sunflower, and house located at 101 W. Murphy b, North side of'Sunflower between Main & alley adjacent to four plexes, excluding sections ofwall at corner of Main & Sunflower at rear of commercial building c. Plaster and paint with one color selected by Association d. $3,000 per house paymerit for repair/replacement of landscaping associated with wall improvements upon execution of Nexus right-of-entry for construction and exterior-wall maintenance easement. This payment shall be made by Nexus at the time the individual property owner executes the construction casement in favor of Nexus and permanent maintenance easement (for the climbing vines) in favor of the City. For any "hold outs" (as defined in paragraph 6.b. of this Agreement, Nexus shall make the $3,000 payment to Sandpointe in trust for each hold out, o, Remove and replace 16 sections of white concrete block wall in immediate area of MacArthur Boulevard and Flower Street, and paint with one color selected by Association. £ Remove and replace 4 sections of white concrete block wall along West Alton Avenue and paint with one color selected by Association. g. Nexus shall install climbing vines, species identified by the City, along the outer edge of the wall, install irrigation to feed said climbing vines which shall be connected and metered by Nexus at the nearest City water supply, and shall reconstruct the sidewalk to the City's specifications after installation of the irrigation lines and block wall. h. Wall replacement specifications shall be established pursuant to paragraph 4 of this Agreement. I. Nexus shalt maintain, and replace as necessary, the climbing vines during a ninety (90) day plant establishment phase following item no. 1.g. 2. Window Replacements a. Nexus shall provide $3,500 construction allowance per house for sound proof window replacements for up to 49 residential units located along Malt) Street and Sunflower Avenue behind the existing concrete wall to be replaced. The 49 residential units are identified in Exhibit A-1 to this Agreement, b. Nexus shalt assist Sandpointe in obtaining/preparing necessary construction bids, documents and pen-nits, c. Allowance will be paid by Nexus to Sandpointe for any applicable home upon receipt of bona fide construction or material invoices, d. Allowance shall expire 12 months following the completion of the concrete wall EXHIBIT D t 5 Ordinance No. NS-2660 Page 45 of 51 11 A-48 replacement improvements, e. Window specifications shall be established pursuant to paragraph 4 of this Agreement. 3. Taft Elementary Loading Zone a. Nexus shall construct all improvements necessary to effectuate Definitive Basement Agreement between Santa Ana Unified School District, Nexus and South Coast Church. b . Improvements to loading zone shall include driveway approaches, traffic lanes on site, striping, church building renovations, portablo classroom relocations, computer lab on school and church properties, etc, as provided for in plans included as part of Definitive Easement Agreement. 4, Pay City $200,000 for City to implement a Neighborhood Traffic Management Plan ("NTMP") to mitigate ohanges in traffic patterns or increased cut through traffic resulting from the Nexus and Geneva Commons Projects in the Sandpointo Neighborhood. NTMP costs shall include traffic studies, staff time to process neighborhood traffic plan, and the construction of appropriate traffic calming devices, including but not limited to semi-diverters, diagonal diverters, and street closures. The implementation of the NTMP shall bo pursuant to procedures adopted by the City Council, 5. Nexus shall pay the City the full cost (sec exhibit 13) for the installation of a Traffic Signal at the intersection of MacArthur Boulevard and Birch Street. uNltrly-.0wned Imnrnvemettts 1 Utility Undergrounding a. Main Street - MacArthur to Sunflower b. MacArthur -- Main to Flower c. Sunflower -Main to Flower (north side of street) EXHIBIT D Ordinance No. NS-2680 16 Page 46 of 61 11 A-49 EXHIBIT A-1 List of 49 Residential Units SMSId starally tsemat 1- 101 W. mwphy 2. 37015, Alder 3. 3703 $, Aid" 4. 3709 S. Aldcr 3. 3713 S. Altlor 6. • 37178.AIder 7. 3721 S. Alder 8. 3775 8. Alder 9. 3729 S. Alder 10, 31101 S. Atria 11. 3305 S. Alder 12. 3309 S, Alder 13. 3813 S. Alder 14. 3811 S. Atom 13. 3821 S, Aldo 16. 3d23 S. Alder 17, 3829 0. Aida i8. 3901 S. Aida 19. 3905 S. Aldar 20. 3909 S. Aldan 21, 102 W, Stevan 21. 106 W, Stevens 23. 110 W, Stevens 24. 114 W. Stevan 25, lib W,Stsv" 26. 122 W. Stevens 27. 207 W. Stevens 28. 206 W. Stawns 29, 210 W. Stevens 30. 214 W.SUww 31. 3926 S. Timber 92. 302 W. Smvena 33. 306 W. S levers 34. 310 W. Sttveeta 33, 314 W. Stcvmt 36, 318 S. Stavom 37, 3922 S. Btmh List ot'BN8iblo Kano rot Window Replamm ls" Ahmz)4ein and Sunnoww 116m to M1111) (basks to Main) (hash to Maln) (b> eke to Mein) (4Mka to Meln) (baciu to Main) awkA to men) (baeka to Moto) (bids to Mein) (backs to Main) 046A to Main (tacks to Main) (basks to Me14) (backs to Main) (baclus to Maln) (iradw to Alder) (hicks to Me1n) (boclu to m4n) (backs to main) (bicim to Main) (backs to Main ebd MMINI rke) (1144s to Main end Mini Maker) (bada to bisl(t end mini Merkel) (w4s to Sunno%w mdMlnt Marittll (taco to Svrtftouw) (bodta to sunfloww) (backs to Sunflo+krr) (bade to Sonnower) (haply to Suntlowa') 0mcm to 9unflow) 01dP4 to sunfloaw) o404 to -wills Ner) (bakes (o.SvnAnww) (backn to Sunhowsr (backs to Stuulona (backs to $un(IOAvw) (backs to Sunflo w) Roarplexed 38, 3925 S, Rose (a lder tc Sunnower) 39. 401 W.SunOokw,r (frorttoSunnowor) 40. 405 W, Sunltower (floats Sunflower) 41. 409 W. Sunflower (hone %mfiovw) 42. 301 W. Svnflower $otrss Sunflower) 43. 308 W. Sunflower fronts 3unpower) 44. 509 W. Swtflower MWL1 Sunflower) 45. 319W.Sunnowtr (frontsSvnfloww) Mato AttmtBon Coademixtunts 46.3620 AS. Man (stdos 10 Mill") 37.3632 AS. Main (rants Main) 49.3632 R S. Main (11WEs main) 49.3632 C S. Main (fronts Main) 17 Ordinance No. NS-2680 I . Page 47 of 51 11 A-50 EXHIBIT 13 SCHEDULE OF NEXUS IMPROVEMENTS 1. Construction of Item No. 1 to Exhibit A shall conform to the following schedule: a. Preliminary Site Plans -- Due within thirty (30) days of the Commencement Date, C. Final Plans Due within sixty (60) days of City approval of Preliminary Site flans, together with proposed Right-Ofand Maintenance Basement for review of City and Sandpointo. d. Building Permits, Construction Right•Of-Entry (in favor of Nexus), and Permanent Maintenance Easement for Exterior of Wall (in favor of City) -- Application, right of entries and easements shall be submitted no late than sixty (60) days after City approval of Final Plans, e, Construction Commencement -- Within thirty (30) days after approval of Building Permits. f. Constriction Complete - Within one hundred twenty (I20) days of commencement of construction, S. Ninety (90) day plant establishment phase after completion of construction of climbing vines and irrigation. 2. Construction of Item No. 2 to Exhibit A shall conform to the following schedule: a. Final building permit plans shall be submitted by individual Sandpointe homeowners to City no later than constriction complete date for item no. 1, above, b, Construction shall be complete pursuant within one hundred twenty (120) days of issuance of City Building Permit. 3. Construction of Item No. 3 to Exhibit A shall conform to the following schedule: a. Nexus shall submit executed Definitive Easement Agreement to all parties no later than one hundred eighty (180) days of the Commencement Date. If Nexus fails to incot this deadline, which may be extended in writing by Nexus and Sandpointe, then Nexus shall deposit $1.2 million from the Nexus Escrow into a separate escrow with terms providing for its withdrawal by Sandpointe, which are mutually agreeable to all parties, for use by Sandpointe on other projects to benellt the Sandpointe neighborhood. b. Nexus shall complete this item not later than eighteen (18) months from the EXIII 3IT D Ordinance No. NS-2680 t R Page 48 of 51. 11 A-51 Commencement Date. 4. Nexus shall pay City for item no. 4 to Bxhibit A not later than approval of the first final map for the Nexus Project. The City shall follow the Neighborhood Traffic Management Plan Policy adopted by the City Council. Construction of Item No. 5 to Exhibit A shall conform to the following schedule! a. The, City shall provide Nexus with a preliminary estimate of this cost within thirty (30) days of the Commencement Date, This preliminary estimate shall he updated, if necessary, upon the City's receipt of Nexus application to final any portion of its tentative tract map. Said estimate shall be conclusive. b. Nexus shall pay the City the estimated cost of ibis item not later than approval of the first final map for the Nexus Project. G. The City shall complete construction of this item prior to the first certificate of occupancy for the Nexus Project. Any deadline pursuant to this Exhibit C may be extended by mutual written agreement of Nexus and the City Manager or designee. 13XHIBIT D 19 Ordinance No. IBS-2880 Fage 49 of iii 11 A-52 EXHIBIT C SCHEDULE FOR PUBLICLY-OWNED IMPROVEMENTS City shall complete item no. I.a. on Exhibit A of Publicly-Owned Improvements not later than Jane 2005, 2. City shall complete item no. I.b. on Exhibit A of Publicly-Owned Improvements not later than five (5) years after the Agency provides City with the then estimated cost of the project. 3, City shall complete item no. I .e. on Exhibit A of Publicly-Owncd Improvements not later than five (5) years after the Agency provides City with the then estimated cost of the project. Notwithstanding this schedule, City shall make a reasonable good faith effort to of cotuato tho completion ofihese Publicly-Owncd Improvements (which, under current law. must be designed and cowaructed by Southern California Edison and not the City) prior to the dates specified above, EXHIBIT D Ordinance No. N8-2680 20 Page 50 of 61 11 A-53 EXHIBIT "E" Remaining Offsite Mitigation Measures The Met at South Coast Public Improvements Improvement New sidewalk New driveway{"pan" style) Dedication for 25'x 25' comer cut-off Sidewalk easement Street dedication Location Proper frontage on First American Way First American Wav NIE comer of MacArthur & Im en rial Promenade 10' alongrpropedy fiontage of MacArthur Blvd. 60' from street centerline along MacAilhur Blvd. 4" depressed curb Emergency access on MacArthur Blvd. Triple-left traffic mitigation measure, Southbound Imperial Promenade at MacArthur including sign bridge, signal modification, Blvd updated detection, and signing and striping on both streets Pavement Rehabilitation (minimum 2" On Imperial Promenade and First American grind and overlay) Wa aallong property frontage from curb to street centerline Installation of new public fire hydrants Along MacArthur Blvd. and First American Wav 11 A-54 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: APRIL 16, 2012 TITLE: BOARDS AND COMMISSIONS BIANNUAL ATTENDANCE REPORT OCTOBER 2011 THROUGH MARCH 2012 i CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ? As Recommended ? As Amended ? Ordinance on 1st Reading ? Ordinance on 2nd Reading ? Implementing Resolution ? Set Public Hearing For CONTINUED TO FILE NUMBER Receive and file Boards and Commissions Biannual Attendance Report. DISCUSSION The Boards and Commissions Attendance Report is prepared biannually to inform the City Council regarding member attendance at Board or Commission meetings. Pursuant to Council policy, the City Council may remove board or commission members who incur four unexcused absences within the six-month reporting period. Additionally, City Charter Section 901 provides that three consecutive unexcused absences would result in the vacation of a board or commission seat. Examination of attendance reports reveals that no current members have exceeded the limits for permitted absences. Therefore, the only action required is to receive and file the report. FISCAL IMPACT There is no fiscal impact associated with this action. L V" Maria D. Huizar, ? Clerk of the Council Attachments: City of Santa Ana Boards and Commissions Attendance Reports 13A-1 13A-2 J_ V 0 0 V V 00 Z r Qom ZW? a oc ,! U. W O OZN }a? Z0 VWp ?0 a a Z Z a m i cz cz C 0 cz U O O L cd O m w a z z O O U c Q O co N N r -= ea a 00 N W W x x x x x X N N M QC jr _ N X X x x X x x x co LL y 02 pm 62 62 pg 62 62 pm W= W D w D W W W D w w cc ?? -j CC -i cc ,1m .J a: j a Jm Jcc -1 cc D a, ' cn N -j 0 W 0 w0 0 w0 w0 0 wa 0 w0 0 w0 w0 0 z = U U UU0 0 V U 00 U Qo ?O Qo 0 Ko Q o Qo Qo ?o g Uz uz uz oz Uz oz oz oz d W " W W W W W w W W m J W J w J w J W J W J W J W J w W= N U U U o Z z z z z z f w 0 U a Q ? U U U U U m o = X X X X W x x x w O? z? N LU 0 N V ? Ot 2 w Oct z a: 3 (3) Q cz c ? ? m x cz L4 Y M 2 w w 2 ,a N - cz Y O i ca U i U) o U 2 z cn H c > d U C N N a a d N 7 U x a? c 7 D N U C d N Q 13 a? U x w 'a d c a? Q u x w Y w U z Q z w H a N H z w O U N w O oA a 13A-3 N 4. O N by a 0 (0 C _2) U) (C ca a 0 13A-4 J_ U Z 0 U H UN r ZON Q ? V ? 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D CO) >- E D m ui W m H m Z Z U D U) W m w % J L O Q 13A-7 d d N Q a m N x as c O N a a O H x LLI W a m a a x W Y W V N Z Z W W Q V ?V ?t- 0 N a ea m 0 w 0 a 13A-8 J V Z 0 V () N z?N ?L Q 0 co ZW? U) W? LLUN 0Z ?' Q d Z0 UL F0 Q J Q Z Z Q m Z O O U w u fx O w x U a O F x w Q z z O m O U Q O m Q? °? Z .S U V U V V V U U U ? m w o m 0? = co x x x x x w X w v ? Od w z w za <y w _j ZQ Q? z ?a -;w G' °v aLL J v a w OQ wR W? ?W LL m JC9 =J zW ?Q _f y ?Q g J? Q mt? Q QH J g m J 0a ow a v a ? w m J Q V Q U) O d d c ?v V V m c m N Q a? x d c u d d Q -a d H x w w m c m a x w Y w V z Q O z w Q w 0 ao a - a? c? co c rn in c0 N 13A-9 13A-10 U Z D 0 } UN r. Q0N Z?r Q LL L Zak U) W? LL VN OZL VW 0 ? F- ?0 Q J Q Z z Q m r c a 0 i Q (sr w a z z O N cn O U m Q O m N 0 t0 EL C31 N ?( E M ? M icy X d ? a QG c m ?• LL. 1 X X X X X X C 4 N >- w cl a Co zE- ?d W M 2 W c wZ G r'3 X X X X X X m in d z W? M O w V O M W 2 m ? 0 E G "a W Tf 'O m m i Q .0 2 • . O tr d = M O J E t4 V d o .` ea w W V W n N O a 13A-11 d V c N N Q V d N 3 V x C n d d rn a V d N 3 x W W v d 'o c a u x w Y W 0 Z Q D Z W H a 0 C d w QD ? c m LL d N EL' 0 a ? Z = 4) ww m Q W C w4) t? d w mG > _ 0 CD Z C N U W O m 0 tm 0 w a z w w m ` w a) c c 0 U E 0 U- d V C d N Q d N 7 V x d c D u m c m a N X W II W N e- ? N C ? ? r a ? II ? x ?. 0 w a m w W O ? R Z D Z m W O z W J v ' w 13A-12 N W O N N 1 a 0 G9 N 7 (d C LM U) N N 2 c a? E CL N 0 V Z 0 V H? U N rl ZI-N Q0? ZW? Q(? N UJ U. VN 0Z Q ? VZ?0 W H0 Q J Q z z m z 0 O U z z z Q a a W Q Z Z O as y O U D Q O co d N U U U U V U U Z to U° Q' m Q d d x X X X X x X N (? U U U U U U o QG DC c m LL. CV) x x X X X X W ?) N X x x x X W X a° zc ?m G> U U U U U U U N U U U U U U U m ° w c wm °D °' T x x x x x x x N U U U U U U U mG W Om d Z ? X X X x x X X 4 N U U U U U U U LU w ° m O cm d O X W X x x X X W W Z W J a Z YFQ- LU _ ?Q _ Gw _OW Va W ZO a_ 0U = QJ azz m 2 a ?U QU U (1) w- zQ WZ J F- CLs W a w CO) Q W 13A-13 _m m v c ea U U d d N Q d N 7 V x d u as c m Q M x W W m c a X W Y w U Z vj F. Z w W Q U K' r i m i? O N c0 c rn c? 0 a 13A-14 J_ U Z n 0 U } H? N r, Q°N Z r Q ? L ?a2 N?I LL UN OZ L O U 111 ?0 Q J Q Z Z Q m O O U O w a z z O U) U) O U D a O m m G N d C G N d a° M c r w M x > > w W x W x m +• - W 4) U. m °' } ?R a° Z .s - ?d m ° w c W ;, °4) - I m p _. W= N w D x x I D x W x x x O z N w w ° 00 ? 00 v - o? C _ R Q W •L 4.0 4) R >% B Q U) 41 C z m 'N O Q O 2 J 4) w O w o N 4) . R g Y R 4) -W O c N r_ R u i R R - U U 4) > V 2 L .a a N 7 V x m m N 41 N x w w m a? Q x w Y W U z a ° z W H Q N C N b1J 13A-15 N a) U? G d d N d ? R ao ? c x x m ?. W4) LL. m 2 N d > M a° z n m N w+ + mo co W = Uw _ W4 m i p N r mo W = N x x O? z N ? R W m 0 - - 00) U4) O4) L w c z > U m d ? L w d O R F- 0 U E O d m N a W N V x d n V C a) N Q a) N 3 V x W W d CD a x w Y W U 6 z Q z W z W H O Q U a) Q. N R 3 R U R C R 0 N d E u 0 a? 13A-16 1 S t a) 0 a) L (a a? c a? E L D N O N `JJ) J_ U Z 0 U } t UN Q?N Z Q LL L aZk ) W? LL UN 0Z L } Q Z0 UW F0 Q J Z Q m O m z w 2 H Cl) w z U 0 LL O ui Q z z 0 N O U Q O m N m U° Q ? ? m m X x W W X X x X x X X w m LL m Q° Y ? c a W m LL m a z.=_ a ?d g X x X x w X X x X X X m ? p Y w Q c ° - Wd 00 H L U - W C ? r O d ---- d z ? 00 w w x x x w w w w w x m ca Y o ' = Q , C V .O c m cn O I z a) m 0 21-1 _ cu U a) -j O cv Z w 0- p cB c -' cn - p .: W m ) N ca > O -j c O p 0 O m V U 0 p -a p W W m W U -0 w 0 04 a 13A-17 I N r I U? 1 ? rn Q = d X X W W X W W X X W W X X w N d ? R ? C Q W d U. G1 N Z S r r W D X W X W X X X X X X X W m p Y W c Q W m p m 00 a? Z? X X X w w x X X X X X X N L m Y G _- U r O d - O N N (u Q U ?' C 0) N N Z M _0 0 co cv _- O ` O O co O O a) c L J ca L N m (6 N O / V' W >+ (lS W (C O N = fq 0 O _0 N N f6 U ca 0 N L- N t - C O N N C 3: ui =3 LL (D 0 w. 0 a 13A-18 N CD r 2M (.)In Q = y m W) X X X X X X w w N 4) ? o ? c Q W d d U. N Q ? z .S X X w X X L X X N W R C13 a Y w a W O ? W R Co Q 2 tf Om d Z ? 00 X X X X X X w X N UJ R D m O Y = Q O m a w 70 L: (D _ Z m Lc co -0 0 - 0 -0 m 0 Q C ? C m N A t4 •L N f4 E Y U N w U o c Y ~ in o c0 U3 d V d N a m N 7 V x m d L) d N Q d N 7 V x w w .a a? C d Q X w Y W U z a 0 z w H N a w. 0 on a. 13A-19 H Z W 0 U Ki iu cu a) 2 c N E cu w 0 v 01) a 13A-20 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: APRIL 16, 2012 TITLE: QUARTERLY REPORT OF INVESTMENTS AS OF MARCH 31, 2012 CITY MANAGER 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 In 1995, the State of California enacted legislation revising the reporting requirements relative to investment of funds by governmental agencies. These requirements, which became effective on January 1, 1996, mandate that a statement outlining the ability of The City and the Redevelopment Agency to meet the budgeted expenditures for the subsequent six months be submitted to the City Council on a quarterly basis. The legislation dictates that this quarterly report contain the seven major elements listed below: • Type of investments, • Date of maturity, • Par and dollar amounts invested in each security, • Weighted average maturity of the investments, • Market value as of the date of the report, • Source of the market value information, and • Any funds, investments or programs, including loans, under the management of contracted parties. State statutes require that a quarterly report be presented at a Council meeting; however, our office continues to provide this information monthly. The information is in compliance with State law and the City's Investment Policy. The attached report (Exhibit 1) accurately reflects all pooled investments held on behalf of the City and Redevelopment Agency as of March 31, 2012. 19C-1 Quarterly Report of Investments April 16, 2012 Page 2 FISCAL IMPACT There is no fiscal impact associated with this action. It &?Nlt Francisco Gutierrez Executive Director Finance & Management Services Agency Exhibit 1 Treasurer's Report 19C-2 CITY OF SANTA ANA TREASURER'S REPORT as of March 31, 2012 EXHIBIT 1 19C-3 E Q Q E r E N cn 0 M O = M.. 2 0 0 .O i U 0 oa CL U M W U) N to W 00 M r° M 00 N O co O O O ? C O ?. r N R % OM M Ol I O ? O e O a Y GI co :; 0 0 rn O^i O V V O Oi O M .t O O T O ( . O ? h CO O 1 O 0) N cl, W N N N O O co 0N f` N T O CD c6 L6 O w cc N M ? 110 O O co O O I M O N Irn O «r M V ,It co co O O) m N Q1 01 M n O M y O M r 007 ^ co T R r- co co rn M T ? w M N O M N T v W) N C C CT M O M r N C6 ?2 rn ! 4 T O M M ` m r a a o o o rn ; r,? 00 06 W N O 0 O y P'li M a t- o O O T nj O a o M o co 0 16 of eo f : oo N It M 10 N C N M 4 C d > c N N ?- ul O • c U Q o C C N _N O E O C d 0 > ? U v c 'co a C C d m V Q N 0) E c E XQ p U V ? li c O C! ; E (_U? H V > C c_ m Y ?+ C d ,c c0 U aa) L 12a M °2 U U a0 1 Vc a o M C N O O U n of n . <o c U c cTi ? O O CL C O O N en O n p? ta L d a d rn ?- a N N E .. E a? N o 2 c (D t: a mw -2 0 L CL C. ? Vl N E j w E" U o a? ?cw a-0 N c C" 7 m c o ?5 c w U Q V N ca C C (0 . C M.0 o .816 N O Co Y aU rn N N U ? E - a > N C f0 M 52 at Q > Vl ? C e0+ o a <n d N N W T N j- ?O w N p 'O 'O O 00 co ^ to w O T.Q F- ,ri c U ? w d 0) CO 1, O) +L + ' T C • O U L y L r1 ca CL O 3 H LL co c .0- E as 0 0) U m e C .c m N Q r v ?a c c ? ui a L e m me L c OC co C co O M co 7 E _ C ( c f 0 co- c @ cc w n N (D O cm c C T r: COQ N N Cl) (n `O C M L a V1 c ? c O N N > E l6 N N E(D.?'N N y T N C T .- C T O ? ? a0+ ?Ew a M o ? O U T N N 3 '.. y _ co N T O O _ f6 O - 0 (D N C N M GN O m t0 m w O c 0 m Co j -E CO 'O O ° N to rn l oU ° o E _ ?°, N N C r`o } O m m w co 0- EU ca c 9 > > Lt C r_ C 0 O O U Q W L F- a co m LL w d 7 ? (L M ? ? r r m m ?? n Cl) Wn M o o o (o M a0 CD M M co 0 1 O M 10 0 0 O O O O I O O O O 00 M 00 m M M M ci M . O O I O O O . I O O O C N O d COD M (00 O O O O o C E Q j C ? ea = N w 1 O d i V 02 a° O a d 7 Y O m (p O (O O O I O rn o m n n N N co co 14 OD m a .- o a 0 0) v M n O co N co N NV O M N M a V o w o o n n n N N M O O n O O O O O O O O O O 0 0 0 0 0 0 O O O O O O N N N N \ N N N N N N N N N N N N N N N N N N O co 1 m co N O M M O co N N o N m (0 f0 0 0 O O O _ N N N N O z N O N N N '7 01 O N (O CO O 01 m O O .?- N N M m co m o ? M O O 0- ? 00 X 00 O 00 O 00 O - - v N N OD m 00 O N w (0 w O m 0 a0 ? 0 ?- n m O 0 O 00 N n N co O O v I M n CQ (Q 00 N N M O O O O O k0 m M w O o N LO to O O N O O 0 m 0 to w M w M M O L .- n m r O 00 .- O t0 O O O n M r M N N ` O O M OD N O M O O v N OD m O LO m n N N O O 0 0 N .-- .- -- o r .- 0 0 - .-- u0 v O 1` O LL7 " N g O O ? (D M O M W g o n 10 M Lo M m m O O w m O O m 10 w w 0D O N O O v w r? M cq N m M w m M O v N m V aD 1` M N I O O O O N 0 r .- 0 0 0 0 0 - .- O O O O (0 o a 0 o o O o o O O O o o o 0 o o (0 10 O 10 N N o a O O O N O O o o o o M O o (0 M n m M n O M r O O N O O O (0 M O N O O O O O o 0 0 o o 0 0 O O O O o 0 0 o 0 O O O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 O O 0 0 0 0 0 0 o O o o O o 0 0 0 o o o o 0 0 m •'- W ll 0 0 0 N O O O O r y (p O O O O C O o 0 0 0 0 0 c 0 LLD O O O O O o o O O O O O L0 O O O (0 O O 0 (O V V O O O O o n o O O o 0 0 N O O O r O P 't 0 0 c o (0 O 10 O O 0 0 0 O O C 0 0 m 0 0 0 O O m O C C 0 0 0 O O O O O O c O O G) OO i m N o N, m N o (0 u) V (0 Lo o Lo o M V o o M Oo Cl) N O O d (O D 00 O (o a0 m O M m O M co co ? M M n n M n 0 N O N N G) 0 W O ( 0 m (c aD O n v OD V N c0 R p1 m o ° m v o 0 co r- 00) O V? OD Lr) n n a N N 0) to -V -W (D 0) c ao V M n O Cl) 00 N 0D R y N m t G N N N ? M M N LL O M ?o d d Ol 0 C m am d y y c d E d C al N V O r n N_ c c LL LL 0) (D y E C C d T ? d N d (Q,?1 lap a C m O v ? 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CA _? ?l _m _m D1 01 07 m m m m is m m R m m m m m m is m m y Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z > ? m m ?? m m m m w m m m m R m m ? m v m? d v d a? v a m a? v °? ? a v c LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL LL H O (D Y 3 v A A O IT r IW LQ N LO W CO O N M O N m vn 10 In M 0 A n O CD O O f0 G c N N N N O A A A to in U0 N CN N u7 N 04 N N N N N N N N N N N N N N N N 7 O C) T t) C Q CD 10 m m v M N N u 0?) 0 M Q co Z 0}? 3 Y t0 2 0 o0 N N Y 0 04 m 'T (0 ` LL I= Q Q LL' F- d ? F F m W U LL N N d7 LL LL M W LL LL LL LL FLL LL U. LL LL l!L- t~L 1~i 2 M M A 1 0+I M M M M ( 07 M M M M M LL M ('7 m M M M M M M ;; 0; 1? _1 N IM I O llq O I m O OR N r0 O N M N M T N M 4 M M N M M A N N A m N M d N Q v m O F Q a UU"' 0 U o ai LL a O CL 2 0_ m 0 of 0 N O pN O D tr m ¢ a l ? U c O a v « o_ a I .C ? ?? M yO- LL j, 3 N L 4 o m IL CL o 0 C) a co M 0 O O 40 O O O O O co O O O n ? O O O O a 47 ? 7 10 W O h N M a Cl) 0) m ai > M 00 ID LO O C) u-1 t- o N ? aD M co T co W CC) co co M O N 40 N N Oi iA I? co _? N a ^ n CD M C N t4 d a T- z n rn N N . fA N C4 > C6 M* M, m co 00 m _ C C ? ? M of vi r P. ri tQ m +? ?- a N v u d M ao (n ? 0 O O O i ?' g ? ? U d ° am, a a m NNN o00 d o 0 0 rn c oo roi m o ao Q m N C n O C W N Cl) d U () a) N ul N m m -D a) 1.) C W U U Lf m v U) E f0 a: °) °) Q co d c 2 2 E CL a i ° n > c L N a) ? 0 O O) T ° M H y 6 US U) > C M M U) W m LL Z O p? p ? O N O C } () N R aC Q N m J E O a r w ?LL 19C-7 19C-8 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: APRIL 16, 2012 TITLE APPROPRIATION ADJUSTMENT FOR LED STREET LIGHTS CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ? As Recommended ? As Amended ? Ordinance on Vt Reading ? Ordinance on 2nd Reading ? Implementing Resolution ? Set Public Hearing For CONTINUED TO FILE NUMBER Approve an appropriation adjustment recognizing $157,378 in funding from Southern California Edison (accounting unit 01117002-57384) and appropriating the same amount to the Street Lighting Program (accounting unit 01117630-66220) for the installation of LED street lights. DISCUSSION In August 2011 the Council approved the installation of energy-efficient LED street lights on Main Street and Edinger Avenue. The project was funded through Southern California Edison's (SCE) new On-Bill Financing Program. Through this program the City receives zero percent financing for approved energy reduction projects. The costs are repaid from energy savings over a period of ten years. Installation of the lighting has been completed at a cost of $161,920. The City will receive an incentive of $18,266 and will utilize the on-bill financing to finance $139,112. The remaining $4,542 will be paid by the City. Payment to the contractor will be made through the City with monies paid by SCE. Replacement of the older high-pressure sodium lamps with the energy efficient LED street lights is reducing the city's annual energy consumption by 228,330 kWh, and energy costs in the general fund by approximately $27,400. 20A-1 Appropriation Adjustment For LED Street Lights April 16, 2012 Page 2 FISCAL IMPACT The appropriation adjustment will California Edison in the general fu same amount to the Street Lighting street lighting retrofits. recognize additional revenue of $157,378 from Southern nd (accounting unit 01117002-57384) and appropriate the Program (accounting unit 01117630-66220) to pay for the APPROVED AS TO FUNDS AND ACCOUNTS: Raul Godinez II Executive Director/ Public Works Agency RGITLC Exhibits: 1. Appropriation Adjustment Francisco Gutierrez Executive Director/ Finance & Management Services Agency 20A-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: APRIL 16, 2012 TITLE: CONTRACT RENEWAL WITH REPIPE- CALIFORNIA FOR ON-CALL SANITARY SEWER LINING SERVICES (SPEC. NO. 09-010) l CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ? As Recommended ? As Amended ? Ordinance on 1st Reading ? Ordinance on 2?d Reading ? Implementing Resolution ? Set Public Hearing For CONTINUED TO FILE NUMBER Renew the contract with RePipe-California, Inc. for on-call sanitary sewer lining services for a one- year period in an amount not to exceed $500,000. DISCUSSION The Public Works Agency's Water Resources Division maintains a sanitary sewer system consisting of approximately 390 miles of pipelines and 8,500 manholes. Since 2003 the City has been conducting ongoing closed-circuit digital video assessments of the City sewer system. Of the data collected, approximately 22 miles of sanitary sewer main have been assessed as suitable for rehabilitation. These locations have been identified as non-capacity issues, but have structural defects such as holes, cracks and root intrusions making them suitable for pipe relining repair. These locations are spread throughout various portions of the City. The cured-in-place pipe liners are the most efficient and cost effective (trenchless) method available for the repair of sewer pipes. On April 6, 2009, the City Council awarded a contract to RePipe-California, Inc., for a one-year period, with provisions for three one-year renewals. RePipe-California, Inc. has performed satisfactorily during the past contract period and has agreed to renew the contract without an increase in pricing. Staff recommends the third and final renewal of the contract. FISCAL IMPACT Funds are available in the Sewer Services account (no. 05617640-66220). 1 Raul Godinez II Executive Director- Public Works Agency APPROVED AS TO FUNDS AND ACCOUNTS: ?,I- '-" ' , Francisco Gutierrez fi- Executive Director /Ilk Finance & Management Services Agency km 22A-1 22A-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: APRIL 2, 2012 TITLE: CONTRACT AWARD FOR VEHICLE BODY REPAIR (SPEC. NO. 12-025) d' CITY MANAGER 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 y-16.112 FILE NUMBER Award contracts for vehicle body repair for a six month period for an aggregate amount not to exceed $75,000 with the following vendors: Vendor Location Doffo Automotive Inc. Santa Ana Kelly's Body Shop Santa Ana Top Finish Collision Center Inc. Santa Ana DISCUSSION The Finance and Management Services Agency Facilities, Fleet Maintenance and Central Stores Division (FMCS) is responsible for the maintenance of 753 vehicles, including police patrol sedans. FMCS performs all maintenance work except accident repairs, body work, transmission jobs, and wheel alignments which are contracted out to minimize interruption of service. Contracting out the above work is a highly labor-intensive process that requires the involvement of Purchasing, Accounts Payable, Fleet Services, Accounting, and Risk Management staff. Moreover, the outside work is in many cases accident-related. Given these circumstances, and in response to the reduced staffing levels in the aforementioned agencies, FMCS is evaluating the possibility of engaging the services of an accident management collision company. Services would include documenting incidents, collection and review of repair estimates, monitoring repair progress, and handling of billing and collections. Also included would be non-accident related outside work as referenced above. At this juncture, the 2007 agreements and renewal options for the current vehicle body repair contractors have expired. Staff is requesting Council to approve a 6-month contract with the current vendors to continue service while the Accident Management program proposal is evaluated. 22B-1 Contract Award for Vehicle Body Repair April 2, 2012 Page 2 FISCAL IMPACT Funds are available in the Fleet Maintenance & Repair Machines & Equipment account (no. 07510100-62322). Francisco Gutierrez Executive Director Finance and Management Services Agency KM 22B-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: APRIL 16, 2012 TITLE: CONTRACT AWARD WITH ALL AMERICAN ASPHALT FOR HAZARD AVENUE REHABILITATION (PROJECT NO.116749) AND ALTON- GREENVILLE INTERSECTION IMPROVEMENTS (PROJECT NO. 116750) CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ? As Recommended ? As Amended ? Ordinance on IstReading ? Ordinance on 2ndReading ? Implementing Resolution ? Set Public Hearing For CONTINUED TO FILE NUMBER 1. Award a contract toAll American Asphalt, Inc., the lowest responsible bidder, in accordance with unit bid prices in the estimated amount of $984,984 for construction ofthe Hazard Avenue Rehabilitation from Euclid to Harbor Project and the Alton- Greenville Intersection Improvements Project. 2. Approve a funding analysis with a total estimated construction cost of $1,280,749. DISCUSSION The City's Pavement Management System has identified Hazard Avenue from Euclid Avenue to Harbor Boulevard (Exhibit 1) as a high priority for rehabilitation. The pavement has deteriorated due to weather, age, heavy usage, and poor drainage. Portions of the adjacent curb and gutter, driveway approaches, curb ramps, and sidewalks are either missing or in disrepair and require replacement. Improvements includereconstruction of pavement and replacement of damaged concrete curb and gutter, driveway approaches, and sidewalk. In addition, there is an unimproved section of Hazard between La Vergn Way and Morse Drive that will be widened with new pavement, curb and gutter, sidewalk, and curb ramps. A storm drain will also be constructed between Harbor and La Vergn Way to improve drainage. Once completed, these improvements will extend the life of the pavement by 20 years, and enhance the ride quality, surface drainage and appearance of the street as well as provide a safer route to school for students along the south side of Hazard. Included in the proposed contract are improvements to the Greenville Street and Alton Avenue intersection. Construction in this intersection includes installation of new curb ramps, sidewalk, and curb and gutteron the northwest and northeast corners of the intersection. On the east side of Greenville, new sidewalk is proposed to close the gap from the existing intersection to just north of the railroad crossing. These improvements will provide safe ADA access across the railroad tracks, and complete an unimproved section of sidewalk that is used heavily by students. 23A-1 Contract Award For Hazard Avenue Rehabilitation andAlton-Greenville Intersection April 16, 2012 Page 2 The Notice Inviting Bids was advertised onFebruary 29 and March 1, 2012, and bids were opened on March 21, 2012. A summary of the bid invitations mailed, the bids received, and the bid results are as follows: Santa Ana Contractors receiving notices: 11 Contractors requesting bidding documents: 19 Bids received: Bids received from Santa Ana Contractors: NAME OF RESPONSIVE BIDDER 1. All American Asphalt, Inc. 2. Elite Bobcat Service, Inc. 3. R.J. Noble Company, Inc. 4. Excel Paving Company, Inc. 5. Hardy & Harper, Inc. 6. Hillcrest Contracting, Inc. 7. Sequel Contractors, Inc. 7 CITY Corona Corona Orange Long Beach Santa Ana Corona Sante Fe Springs BID AMOUNT $984,984.00 $1,006,119.50 $1,017,293.55 $1,038,942.00 $1,046,000.00 $1,294,685.40 $ 1,343,563.00 The Engineer's estimate was $978,016. A total ofsevenbids were received and all were responsive. The lowest bid was submitted by All American Asphalt, Inc., for $984,984.00. ENVIRONMENTAL IMPACT In accordance with the California Environmental Quality Act, the recommended action is exempt from further review. Categorical Exemption ER No. 2012-20 was filed for this project. FISCAL IMPACT The funding analysis shows a total estimated construction cost of $1,280,479for the project (Exhibit 2). Funds are available in the Proposition 1B Fund (accounting unit 03017660-66220), Measure M Street Construction Fund (accounting unit 03217660-66220), Federal Clean Water Protection Enterprise (accounting unit 05717640-66220), Select Street Construction Fund (accounting unit 05917663-66220), and Traffic System Management (accounting unit 14817611- 66220). Raul Godinezill Executive Director Public Works Agency APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance &Management Services Agency RG/ET Exhibit: 1. Project Location Map 2. Funding Analysis 23A-2 GREENVILLE-ALTON INTERSECTION IMPROVEMENT (PROJECT NO. 116750) ® PROJECT LIMIT (SCALE Nis) LL W J 0 O O m W W s W Z J U H Q SANTA ANA TITLE: CITY COUNCIL HAZARD AVENUE REHABILITATION WwAi, PWA AGENDA DATE: FROM EUCLID ST TO HARBOR BLVD l April 16, 2012 (PROJECT 116749) po" FUNDING ANALYSIS PROJECT NOS. 116749 AND 116750 HAZARD AVENUE REHABILITATION FROM EUCLID TO HARBOR & ALTON - GREENVILLE INTERSECTION IMPROVEMENTS Construction Contract $984,984 Contract Administration $25,117 Inspection and Testing $73,874 Survey Staking $48,757 Contingencies $147,748 TOTAL ESTIMATED CONSTRUCTION COSTS $1,280,479 Exhibit 2 23A-4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: APRIL 16, 2012 TITLE: AGREEMENT WITH DIGITAL MAP PRODUCTS FOR DATA SERVICES Lvu? CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ? As Recommended ? As Amended ? Ordinance on Vt 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 a five-year agreement with Digital Map Products to provide and maintain landbase data, digital orthophotography and access to a cloud-based map-viewing application in an amount not to exceed $70,500 annually. DISCUSSION The Public Works Agency uses a Geographical Information System (GIS), a computerized database management system for storage, management, analysis, and display of geographic data. To utilize the GIS system effectively, landbase data such as right-of-way, street centerlines, street names, and parcel data must be on the system and continuously updated. A number of outside entities, including The Gas Company, the County of Orange, and Dataquick have developed landbase data that includes the geographical area of Santa Ana and provides ongoing record updates. Each of these companies has a contractual arrangement with Digital Map Products (DMP) which, in turn, is offering the City an agreement that allows the use of this data for a five-year term. The City also licenses digital orthophotography (a photograph of the city from the air), which is a computerized image of the city used for viewing and producing various maps. These digital images, along with many layers of data and maps of the city, are available to all City users on the City's intranet and are valuable for ward redistricting and population analysis, assisting with permit processing, engineering project design, emergency response planning, and historical references. As part of the cost, Digital Map Products will also provide the City with access to a cloud-based GIS map viewer application, which will allow the City to provide spatially related information to the public such as zoning, land use, trash pickup, and Council wards for parcels located within the city. This will be the first time the City will be able to offer this data to the public. Using the cloud- based application will also allow the City to save money by reducing the need to acquire and maintain internal hardware. 25A-1 Agreement with April 16, 2012 Page 2 Digital Map Products FISCAL IMPACT Funds for the first year of the agreement are budgeted in the Public Works Administration activity for professional contract services (accounting unit 10117601-62300). Subsequent years will be budgeted and submitted with the Agency's annual budget. APPROVED AS TO FUNDS AND ACCOUNTS: Raul Godinez II Executive Director Public Works Agency RGlrLC Exhibit: 1. Agreement Francisco Gutierrez Executive Director Finance & Management Services Agency 25A-2 Agreement No. 04012012001 DIGITAL MAP PRODUCTS 18831 Von Karman Avenue Suite 200 Irvine, CA 92614 Order Form Proposed by: 3im Skurzynski Address & Contact Information Customer: City of Santa Ana Bill To: Contact Name: Teri Cable 20 Civic Center Plaza Billing email: TCable@santa-ana.org Santa Ana, CA 92701 Billing Phone: Terms and Conditions Effective Date: April 16, 2012 Payment Method: Check Contract End Date: April 15, 2017 Payment Terms: Net 30 Billing Method: email Billing Frequency: Annual Provided Content Product Term Total One-Time Fees Total Annual Fees CityGIST" Configuration Line Items • All CityGIST"' Configuration Line Items per the terms of Attachment A • CityGISTM + Developer API • CommunityViewTM + Developer API • ArcGIS Server Integration to CityGIS- (In development) Total CityGISTM Configuration Line Items 5 YR $ 30,000.00 GIS Data Configuration Line Items • All GIS Data ConfigurationLine Items per the terms of Attachment B • Parcel Database (annual updates) o Orange County geographic coverage or as specified by Customer o DGN and SHP file delivery onsite Property/Owner Attributes with onsite delivery (quarterly updates) 0 City of Santa Ana geographic coverage + 500' • 3" Ortho Imagery with onsite delivery 0 3 updates, one each to be delivered in Year-1, Year-3 and Year-5 o Geographic constraint to match current deliverable 0 Onsite delivery in either Aif, jpg, ecw or Mr. SID o DTM and DEM available but not included in this order o Grid not produced in this capture process 0 Contours not included in this order Total GIS Data Configuration 5 YR $ 33,000.00 GIS Services Line Items • Scope of GIS Services Line Items outlined in Attachment C • CityGIST"' Onsite Staff Training Sessions • Esri Transition Services • Aerial Imagery Wall Murals (5 @ 40" x 40" + 8 @ 66'x66' o Wall murals to be delivered in Year-3 Total GIS Services Line Items 5 YR $ 7,500.00 Summary Total Year 1 Fees $ 70,500.00 Total Year 2 Fees $ 70,500.00 Total Year 3 Fees $ 70,500.00 Total Year 4 Fees $ 70,500.00 Total Year 5 Fees $ 70,500.00 2a5 3 A-3 Agreement No. 04012012001 The parties agree to the terms contained herein including all exhibits and attachments. This Agreement may be executed in counterparts with the same force and effect as if executed in one complete document. ATTEST: Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: 'Sonia Carvalho City Attorney CITY OF SANTA ANA Paul M. Walters Interim City Manager DIGITAL MAP PRODUCTS James Skurzynski Chief Executive Officer Tax ID No. RECOMMENDED FOR APPROVAL: Raul Godinez II Executive Director Public Works Agency 3 25A-4 Agreement No. 04012012001 Attachment A GIS License Terms 1. LICENSE, SUBSCRIPTION, AND PAYMENT 1.1 Subscription License. Subject to the terms of this Agreement, DMP grants to Customer a limited, non-exclusive, non- transferable, and non-assignable license to access and use the CityGISTM Configuration Line Items, hereinafter referred to as Provided Content. Customer's access and use of the Provided Content shall be solely for its normal internal business activities by its employees and consistent with Customer's representations to DMP. Customer agrees not to sell, pledge, assign, sub-license or otherwise transfer to any third party the Provided Content. The Provided Content shall be viewed solely through authorized access of the Web site. 1.2 Data Sublicense. Subject to the terms of this Agreement and Attachment A, Licensee hereby accepts, a non-exclusive, non-transferable, and non-assignable right and sublicense to use the GIS Data Configuration Line Items in the Provided Content solely for the Purpose described herein, from the Effective Date hereof until this Agreement is terminated or expires in accordance with its terms. 1.3 Payment for the License and Subscription. In exchange for the license or services granted, the Customer agrees to pay all the fees listed on the Order Form. All invoices are due upon receipt and are payable in accordance with the payment schedule. Any invoice not paid within thirty (30) days of its scheduled payment date shall be considered past due. 1.4 Non-Payment or Failure to Pay. If Customer's access and use is terminated or suspended due to non-payment or non-compliance, Customer shall nonetheless still be responsible for any fees as set forth in this Agreement. If DMP does not receive from Customer payment for the invoiced amount within thirty (30) days of its due date, DMP may suspend Customer's access and use of the Provided Content, until Customer brings its account current. 2. DURATION OF AGREEMENT & TERMINATION 2.1 Term of Agreement. This Agreement will continue for the period defined in the Order Form as the Initial Term. Upon termination of this Agreement, all licenses granted by DMP under this Agreement are immediately revoked. 2.2 Termination by Customer. DMP shall have the right to make a material modification to any of the content of, or discontinue any of the content of the Provided Content at any time with ninety (90) days prior written notice to Customer. Upon receipt of such notice from DMP, Customer may terminate this Agreement as of the effective date of the change by providing written notice to DMP at least thirty (30) days prior to the effective date of the change. 3. WARRANTY & LIMITATION OF LIABILITY 3.1 Limited Warranty. Each party represents and warrants that it has full power and authority to enter into this Agreement. Each party will indemnify and defend the other and its officers, directors, employees, and agents from third party claims arising out of or related to a breach of such party's representation or warranty in this Agreement. 3.2 Disclaimed Warranties. Except for any express warranties, DMP and each contributor to the Provided Content disclaims all warranties, including but not limited to any warranty of design, merchantability, fitness for a particular purpose, and against infringement. DMP and each contributors make no representation or warranties that the Provided Content is accurate and free of errors and/or omissions. As such the Provided Content is not suitable for use in emergencies. Customer accepts the Provided Content on an "as is", "as available" basis. 3.3 Limitation of Liability. DMP shall not be liable for any loss, injury, claim, or damage of any kind resulting in any way from Customer's use of the Provided Content (regardless of any assistance from DMP in using the content) or from any delay or failure in performance beyond the reasonable control of DMP. The aggregate and maximum liability of DMP in connection with any claim arising out of or relating to this Agreement shall be limited to a refund of 12 months of fees and taxes paid by Customer to DMP. DMP shall not be liable for any special, indirect, incidental, or consequential damages of any kind whatsoever (including attorneys' fees) arising in connection with Customer's use of the Web site, Provided Content, or the failure of DMP to perform its obligations, regardless of any negligence alleged. 25A-53 Agreement No. 04012012001 4. RULES AND OBLIGATIONS 4.1 Ownership. Customer acknowledges that the Web site and Provided Content are the intellectual property (patent, trademark, trade dress, copyright, trade secret) of DMP and agrees not to infringe DMP's intellectual property rights. 4.2 Copyright. Customer understands that DMP licenses copyrighted content and also understands that access and use of this copyrighted content is restricted by this agreement, DMP's copyrights and by the licenses granted to DMP by third parties. 4.3 Rights Reserved by DMP. Except for the license rights granted in this Agreement, DMP retains all rights in the Provided Content. 4.4 Preservation of Notices. Customer agrees to include, and will not remove or obscure, any copyright, trademark, patent, or other notices appearing on the Web site and Provided Content including any visual or hardcopy depictions of the same (i.e. Visual Output(s) or Print Output(s)). 4.5 Trade Secrets and Confidential Infdfmation. Customer also understands that the Web site and Provided Content are based on and include proprietary trade secrets and confidential information of DMP. Customer will not modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the Web site or Provided Content. To the extent allowed by law, Customer will treat the Web site and Provided Content with at least the same degree of care (and no less than a reasonable degree of care) as that which it treats its own trade secrets and confidential information. 4.6 Consent to Use of Data. Customer agrees that DMP may collect and use technical information gathered as part of the product support services provided to the Customer under this Agreement. DMP may use this information solely to improve DMP's products or to provide customized services or technologies. 4.7 Works By DMP. Customer agrees that any works commissioned or undertaken by DMP pursuant to this Agreement shall be and remain the property of DMP. 4.8 New Use. Customer agrees that any use of any content contained on the Web site not authorized by this Agreement is strictly prohibited. Any improvements or future methods or means of accessing or using the Provided Content are expressly reserved to DMP. Customer further agrees that only individuals employed and authorized by the subscribing organization may access and use the Web site. 4.9 Injunctive Relief. Customer acknowledges that its use of the Provided Content for a use not specifically provided for in this Agreement. DMP will not have an adequate remedy in money or damages. As such, should Customer misuse the Provided Content, DMP and its Contributors shall have the right to seek injunctive relief against Customer to cease the misuse of the Provided Content. 5. ADDITIONAL PROVISIONS 5.1 Non-Assignability. Neither party may assign or transfer this Agreement without the prior written consent of the other party. Any unauthorized assignment or transfer will be null and void, and enables termination. This Agreement is binding upon any authorized successor or assignee. 5.2 Entire Understanding. This Agreement is the parties' entire agreement relating to its subject, and supersedes any prior or contemporaneous agreement on that subject. Any amendment must be in writing and expressly state that it is amending this Agreement. 5.3 Governing Law & Arbitration. This Agreement is governed by California law, excluding California's choice of law rules. All disputes relating to this Agreement will be subject to binding arbitration pursuant to the rules of the American Arbitration Association or the Judicial Arbitration And Mediations Services, Inc. The exclusive place of the arbitration shall be in Orange County, California. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. For the purpose of entry of judgment on such an award, the parties consent to personal jurisdiction in the courts of Orange County, California. Page A-6 3 Agreement No. 04012012001 Attachment B GIS Data Configuration Sublicense Terms 2012 DIGITAL MAP PRODUCTS This document and any portion thereof may not be reproduced without the prior written consent of DIGITAL MAP PRODUCTS This Sublicense Agreement (Agreement) is made and entered into as of April 1, 2012 (the Effective Date) by and between Digital Map Products, Inc. ("DMP' and City of Santa Ana (Licensee). Unless otherwise defined herein, all capitalized terms in this document have the respective meanings assigned to them in Section 1. RECITALS A. DMP is an authorized Sublicensor of certain Contributed Databases which are owned by third parties. B. Licensee desires to acquire from DMP and DMP desires to grant to Licensee a non-exclusive right and sublicense to use the Licensed Products containing all or portions of the contributed databases solely for the Purpose hereinafter defined. NOW, THEREFORE, in consideration of the mutual promises, covenants, and agreements set forth herein, the parties of this Agreement hereby agree as follows: 1. DEFINITIONS 1.1 "Contributed Data Database" shall mean those certain Databases licensed by those certain Contributors to DMP with the right to grant sublicenses as set forth herein. The Licensed Products and Contributors relevant to this Agreement are identified in Exhibit A attached hereto and incorporated by reference herein. 1.2 "Contributor" shall mean a third party licensor of Contributed Databases to DMP. 1.3 "Database" shall mean a compilation of geographic, cartographic, engineering, architectural, tabular, text and/or other data, information or works, including, but not limited to, graphic and/or file data in automated or manual form. 1.4 "Derivative Databases" or "Products" shall mean all works created by Licensee which incorporate all or part of the Contributed Database, including, but not limited to, a revision, modification, translation, abridgment, condensation, expansion, collection, compilation or any other form of, or modification to the Contributed Database. 1.5 "Documentation" shall mean all manuals, user documentation, and other related materials pertaining to the Licensed Products which are furnished in order to ensure proper and/or ease of use of the databases by Licensee. 1.6 "Licensed Products" shall mean those portions of the Contributed Databases set forth in Exhibit A of this Agreement. 1.8 "Peripheral Databases" shall mean any work created by Licensee that does not incorporate, or use as a base, any portion of the Contributed Database or Derivative Product. 1.9 "Purpose" shall mean the use of Licensed Products for Licensee's normal business activities by its employees, agents and contractors, subject to the terms and conditions herein or as hereinafter modified in accordance with Section 2. Specifically excluded from the Purpose, but not limited to, is the public display or depiction of Licensed Products using the Internet unless explicitly authorized by DMP. 1.10 Visual Output shall mean all printouts, plots, displays, photographic film, printed matter and other visual representation of data. Page 5 of 25A-7 3 Agreement No. 04012012001 EXPANDED DEFINITION OF PURPOSE If in the future, during the term of this Agreement, or any subsequent extensions, Licensee requires an expanded definition of the Purpose to meet its normal commercial business objectives, DMP shall not unreasonably withhold such an expanded definition so long as such expanded definition does not cause Licensee to in any way compete with DMP or Contributors. GRANT OF RIGHTS DMP hereby grants, and Licensee hereby accepts, subject to the terms and conditions of this Agreement, a non-exclusive, non- transferable, and non-assignable right and sublicense to use the Licensed Products solely for the Purpose, from the Effective Date hereof until this Agreement is terminated or expires in accordance with its terms. Licensee may produce Visual Output from the Licensed Products and/or from Derivative Products for its normal business use. Licensee may also externally distribute to Licensee's contractors, consultants and agents that Licensee engages for the Purpose as Visual Output as long as the Licensee's contractors, consultants and agents do not compete with or replace current products and/or services of DMP or any of its affiliates or Contributors. Licensee shall not be precluded from charging fees for the distribution of such Visual Output provided that such fees are for the sole purpose of recouping costs consistent with Licensee's normal business practices. Without limiting the foregoing, Licensee understands and agrees that it shall in no event use any aspect of the Licensed Products to produce maps of any kind, or map-related or other information for any use or purpose other than the Purpose. Licensee may create Derivative Products to the extent that such Derivative Products contribute to the Purpose. Licensee shall be entitled to possess and use such Derivative Products, royalty-free, in perpetuity, under the terms of this Agreement, solely for the Purpose provided that use of such does not include any manner of attempt to reverse-engineer any aspect of Licensed Products. Licensee may provide copies of Derivative Products to DMP, but Licensee is not obligated to provide such copies at any time. Licensee shall have no right to assign, transfer, or sublicense any aspect of the Licensed Products, except for Derivative Products and to the extent and on the terms agreed. As a condition for such authorization by DMP, if granted, each such other party must abide by the restrictions on Licensee's use in this Agreement and execute an agreement satisfactory to DMP. Licensee's third party contractors, agents and consultants may use the Licensed Products and Derivatives Visual Output for Licensee's Purpose provided however that said third parties do not sell, license, or otherwise distribute Licensed Products, except for Derivative Products. Licensee shall not be precluded from charging fees for the distribution of Licensed Products Visual Output and Derivative Products to third party contractors, agents and consultants provided that such fees are for the sole purpose of recouping costs consistent with Licensee's normal business practices. DELIVERY 4.1 Delivery Formats. DMP shall make deliveries of the Licensed Products to Licensee in both a DGN and SHP standard format. During the term of this Agreement, should Licensee require the Licensed Products compatible with an additional GIS platform supported by DMP, DMP shall deliver such Licensed Products in the requested format within 30 days of written request therefor for a mutually agreed upon service charge. Licensed Products shall be delivered on mutually acceptable media compatible with Licensee's computer system. If Licensee has special delivery and/or format requirements, a predetermined mutually agreed upon service charge will be included in the price of the initial delivery and all" subsequent deliveries to which the special requirements apply. DMP shall deliver and install the Licensed Products within thirty (30) days of DMP's receipt of this signed Sublicense Agreement. 4.2 Delivery Resoonsibilities. DMP shall be responsible for the delivery of all Licensed Products. Licensee shall be responsible for installation of Licensed Products and maintenance updates, or new Licensed Products. Pte 6 of 1 2 A-8 3 Agreement No. 04012012001 SUPPORT 5.1 Regular Support. For the term of this Agreement DMP will provide telephone support for Licensed Products at the prevailing DMP technical consulting rates. Such support will be provided by technical staff as resources are available. 5.2 On-Call Support. Licensee may elect for On-call customer support and be provided with priority telephone access and an E-Mail address to communicate support issues to DMP for an annual fee. Normal hours of operation for On-Call Support are 8:00 a.m. to 5:00 p.m PST. A technical consultant will respond to all telephone requests submitted within four business hours and to all emergency requests within two business hours. A technical consultant will provide up to 16 hours per year of technical consulting resources required to address any specific issues as directed by Licensee. Any additional resources requested by Licensee will be made available at the prevailing DMP technical consulting rates. Licensee will appoint one contact person for addressing support issues to DMP. MAINTENANCE AND MODIFICATIONS. 6.1 Maintenance Update Schedule. Licensee shall receive Database updates to the Licensed Products according to the dates outlined on the Order Form. 6.2 Errors in the Licensed Product. Licensee may identify errors in the Licensed Product to DMP, but Licensee shall not be responsible for correcting such errors. Any errors detected by Licensee and identified to DMP in writing shall be forwarded to Contributors. Contributors shall investigate all errors and may at their sole discretion decide to fix such errors in which case such corrections shall be included in the next scheduled update of the Licensed Product to Licensee. DMP shall provide written feedback to Licensee with respect to the disposition of all errors communicated to DMP in writing. LICENSE FEES, PAYMENT AND ACCEPTANCE. 7.1 License Fees and Payments. In consideration of the license rights granted in Section 3 above, Licensee shall pay license fees for the Licensed Products and Other Products/Services as set forth on the Order Form, plus all applicable taxes. All applicable fees shall be invoiced annually at the beginning of each contract year. Licensee shall be invoiced in-full upon delivery and Licensee will pay the invoiced amount to DMP in-full within sixty (60) days from date of invoice. 7.2 Other Products/Services. Other Products/Services included with Licensed Products and corresponding fees have been itemized on the Order Form. 8. PROTECTION OF LICENSED PRODUCT. 8.1 Proprietary Notices. Contributors claim and reserve all ownership and rights afforded at law and in equity in all data, compilations, and materials that constitute the Licensed Products, including, but not limited to, all rights under federal copyright law. Licensee agrees to respect and not to remove, obliterate, or cancel from view any copyright, trademark, confidentiality, or other proprietary notice, mark, or legend appearing on the Licensed Product or on the Visual Output, including, but not limited to, any such notices displayed to the user during the operation of the Licensed Products and any such notices in the Documentation, and agrees to use its best efforts to reproduce and include the same on any copy of the Licensed Product or any portion thereof distributed to Licensee's consultants, agents and contractors. Map printouts and plots shall bear the following notice: Copyright 2012, All Rights Reserved Licensee shall use the same reasonable effort to include the above notice on all Visual Output and shall at all times exert no lesser effort than that Licensee uses to protect Licensee's own intellectual property. Licensee further agrees to use its best and reasonable efforts to require all contractors, consultants and agents using the Licensed Products, as provided in Section 3, to include the above notice on all Visual Output. 8.2 Ownership. Licensee further acknowledges that the Licensed Products in any form provided by DMP and any copies thereof, including, without limitation, all portions of the Derivative Products that are copied from or based on the Licensed Products, are the sole property of Contributors. Except for the rights expressly granted to Licensee herein, Licensee shall not have any right, title, or interest in or to such portions of the Derivative Products or to the Database or Documentation or any copies of any of the foregoing except as expressly provided in this Agreement, and further shall secure and protect the Database consistent the terms of this Agreement. DMP and Contributors make no claim of ownership or copyright in or to any original data contributed by Licensee to the Licensed Products or Derivative Products. All copyrights associated with the Licensed Product and relevant Contributed Databases and all other rights thereto not specifically granted to the Licensee in this Agreement are reserved by DMP. Nothing contained in this Agreement shall be construed as conferring any license or right with respect to any trademark, trade name, brand name, or the corporate name of DMP or Contributors. Pa e7of13 2 SA-9 Agreement No. 04012012001 8.3 Licensee's Ownership. DMP acknowledges that the Peripheral Products in any form, and any copies thereof, including, without limitation, any portion thereof which may have been given to DMP, are the sole property of Licensee. DMP shall not have any right, title, or interest in or to said Peripheral Products or the Peripheral Products data or documentation or any copies of the foregoing except as expressly provided in this Agreement. DMP shall secure and protect Peripheral Products consistent with the terms of this Agreement. All copyrights associated with Peripheral Products, and all other rights thereto not specifically granted to DMP in this Agreement are reserved by Licensee. Nothing contained in this Agreement shall be construed as conferring any license or right upon DMP or Contributors with respect to any Licensee logo, seal, product name, or the corporate name of Licensee. CONFIDENTIALITY AND INJUNCTIVE RELIEF. 9.1 Acknowledgment. Licensee hereby acknowledges and agrees that the Licensed Products are valuable and proprietary, embodying substantial creative efforts, trade secrets, and confidential information, ideas, and expressions of Contributors or DMP. Accordingly, Licensee agrees to treat the Licensed Products as confidential information in accordance with the confidentiality requirements and conditions set forth below. 9.2 Acknowledgment. DMP hereby acknowledges and agrees that the Derivative Products and/or Peripheral Products are valuable proprietary products, embodying substantial creative efforts, trade secrets, and confidential information, ideas and expressions of Licensee. Accordingly, DMP agrees to treat (and take precautions to ensure that its employees treat) the Derivative and/or Peripheral Products as confidential information of the Licensee in accordance with the confidentiality requirements set forth below. 9.3 Iniunctive Relief. Licensee acknowledges that the unauthorized use, transfer, assignment, sublicensing, or disclosure of the Licensed Products, Documentation, Derivative Products or copies thereof will (i) substantially diminish the value to Contributors of the trade secrets, copyrights, and other proprietary interests that are the subject of this Agreement; (ii) render DMP's remedy at law for such unauthorized use, disclosure, or transfer inadequate; and (iii) cause irreparable injury. If Licensee breaches any of its obligations with respect to the use or confidentiality of the Licensed Products, Documentation, or Derivative Products, DMP shall be entitled to equitable relief to protect its interests therein, including, but not limited to, preliminary and permanent injunctive relief. 9.4 Injunctive Relief. DMP acknowledges that the unauthorized use, transfer, assignment, sublicensing, or disclosure of the Peripheral Products and/or Derivative Products or copies thereof will (i) substantially diminish the value to Licensee of the Peripheral Products and/or Derivative Products; (ii) render Licensee's remedy at law for such unauthorized use, disclosure, or transfer inadequate; and (iii) cause immediate irreparable injury. If DMP breaches any of its obligations with respect to the use or confidentiality of the Peripheral Products and/or Derivative Products, Licensee shall be entitled to equitable relief to protect its interests therein, including, but not limited to, preliminary and permanent injunctive relief. 9.5 Maintenance of Confidential Information. Each party agrees to keep confidential all confidential information disclosed to it by other party in accordance herewith, and to protect the confidentiality thereof, in the same manner in which it protects the confidentiality of similar information and data of its own (at all times exercising at least a reasonable degree of care in the protection of confidential information); provided, however, that neither party shall have such obligation with respect to the use or disclosure to others of any confidential information that can be established to have: (a) been known publicly; (b) been known generally in the industry before communication by the disclosing party; (c) become known publicly, without fault on the part of the receiving party, subsequent to disclosure by the disclosing party; (d) been known otherwise by the receiving party before communication by the disclosing party; (e) been received by the receiving party without any obligation of confidentiality from a source (other than DMP) lawfully having possession of such information or, (f) which is required to be disclosed pursuant to any local, state or federal law or regulation. Upon (presentation of just cause and) ten (10) days' written notice to Licensee, DMP shall have the right to inspect and audit Licensee's procedures and to examine Licensee's computer systems in order to determine whether such procedures and computer systems comply with the requirements set forth in this Agreement. 10. WARRANTY. 10.1 Limited Warranty. DMP represents and warrants to Licensee that the Licensed Product will perform in all material respects. DMP further represents and warrants that it has the right to enter into this Agreement and to grant Licensee the rights granted hereunder. Should DMP be in breach of its representation and warranty under this Section 10.1, DMP's entire liability and Licensee's exclusive remedy under this Agreement shall be, at DMP's option, which option shall be exercised, within thirty (30) business days from the date of Licensee's notice of breach, either (i) return the Licensed Product(s) in exchange for the full refund of all of the fees paid for such Licensed Product, or (ii) repair or replace the Licensed Product upon its return to DMP provided, however, that DMP receives written notice from Licensee of a breach of warranty. Any replacement Licensed Product will be warranted for the remainder of this Agreement. Page 8of13 25A-10 Agreement No. 04012012001 10.2 Infringement. (a) If any action or proceeding brought against Licensee is based on a claim of infringement arising out of Licensee's use of all or any portion of a Contributed Database included in the Licensed Products, and if Licensee notifies DMP within thirty (30) days after the receipt of knowledge of any such action or proceeding, DMP shall, at its own expense, do the following to assure continuation of the use of the Licensed Products and Documentation: (i) procure for Licensee the right to continue to use any part of the Licensed Product and Documentation affected by such action or proceeding; or (ii) replace or modify, with Licensee's approval, any Licensed Products and Documentation determined to be infringing such that the infringement is removed; or (iii) failing (i) or (ii) above reimburse Licensee for the pro rata portion of the Licensed Products license fee paid to DMP by Licensee, if any, for any period in which Licensee is unable to use the Licensed Product as a result of such action or proceeding. Licensee shall exert its best efforts to cooperate with DMP in DMP's defense of such actions and proceedings. DMP shall give Licensee prompt written notice of any potential infringement problems of which it becomes aware. (b) Notwithstanding anything to the contrary contained herein, DMP and Contributors shall have no warranty, liability or obligation with respect to Peripheral Products or to any modifications of the Database by Licensee if, absent the incorporation of the Licensed Products or modifications made by Licensee, the claim of infringement would not have occurred. Further, if any claim, suit or demand is asserted by a third party that, as a result of modifications by the Licensee, the Licensed Products as so modified infringes on intellectual property right of the third party or that Peripheral Products infringe on intellectual property right of the third party, Licensee shall defend, indemnify and hold harmless DMP with respect to any and all losses, necessary and reasonable costs, liabilities or damages resulting from or in conjunction with such claim (including reasonable and necessary attorneys' fees) and any judgment that may be awarded against DMP to the extent based upon such Licensee made modification or Peripheral Product. 10.3 Disclaimer of Warranties. THE WARRANTIES STATED IN SECTION 10.1 ABOVE ARE THE SOLE AND THE EXCLUSIVE WARRANTIES OFFERED BY DMP. THERE ARE NO OTHER WARRANTIES RESPECTING THE LICENSED PRODUCT, DOCUMENTATION, OR SERVICES PROVIDED HEREUNDER, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF DESIGN, OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OR AGAINST INFRINGEMENT, EVEN IF DMP HAS BEEN INFORMED OF SUCH PURPOSE. NO AGENT OF DMP IS AUTHORIZED TO ALTER OR EXCEED THE WARRANTY OBLIGATIONS OF DMP AS SET FORTH HEREIN. 10.4 Limitation of Liability (a) Except as otherwise expressly set forth in this Agreement, neither DMP, Contributors nor Licensee shall be liable to any of the others for any special, indirect, incidental or consequential damages resulting from a breach of this Agreement including, but not limited to, loss of use of or under-utilization of labor or facilities, loss of revenue or anticipated profits, or claims of customers, resulting from performance or nonperformance of the obligations under this Agreement. (b) Except for claims of infringement or unauthorized disclosure of the other party's proprietary or confidential information, any provision herein to the contrary notwithstanding, the maximum liability of DMP to any person, firm, or corporation whatsoever arising out of or in connection with any license, use, or other employment of the Database delivered to Licensee hereunder, when such liability arises from any claim based on breach or repudiation of contract or warranty, shall in no case exceed the actual Licensed Product License Fee paid to DMP by Licensee for the Licensed Product, the license, use, or other employment of which gives rise to the liability. 11. TERM OF AGREEMENT. This Agreement shall be effective on the Effective Date and shall continue in effect commensurate with the terms specified on the Order Form, unless terminated in accordance with the terms and conditions of Section 12. 12. DEFAULT AND TERMINATION. 12.1 Events of Default. This Agreement may be terminated by the non-defaulting party if any of the following events of default occur: (a) a party materially fails to perform or comply with this Agreement or any provision hereof, (b) a party fails to strictly comply with the provisions of Section 8 (Protection) or of Section 9 (Confidentiality and Injunctive Relief) or makes an assignment in violation of Section 16 (Non-assignability); (c) any transfer, sale, merger, or acquisition of more than fifty percent (50%) of the issued and outstanding shares or assets of either party; (d) a party ceases doing business, becomes insolvent or admits in writing its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors; (e) a petition under any foreign, state, or United States bankruptcy act, receivership statute, or the like, as they now exist, or as they may be amended, is filed by a party; (f) such a petition is filed by any third party, or an application for a receiver is made by anyone and such petition or application is not resolved favorably within ninety (90) days. Pa e9of13 25A-11 Agreement No. 04012012001 12.2 Effective Date of Termination. Termination under subparagraphs 12.1(b), (c), (d), (e), or (f) above shall be effective on notice. Termination under subparagraph 12.1 (a) shall be effective thirty (30) days after notice of termination to the defaulting party if the defaults have not been cured within such thirty-day (30-day) period. 12.3 Obligations on Expiration or Termination. Upon expiration or termination of this Agreement, Licensee shall cease and desist all use of the Licensed Products, and Licensee shall promptly deliver to DMP at termination all full, or partial, copies of the Licensed Products and Documentation in Licensee's possession or under its control. Expiration or termination shall not prohibit Licensee from continued use of Peripheral Products in perpetuity under the terms specified herein and continued use of Derivative Products in perpetuity under the terms specified herein provided that such use does not include any manner of attempt to recreate any form of the Licensed Products from such Derivative Products and Licensee continues to protect such Derivative Products in perpetuity as outlined in this Agreement. Licensee acknowledges that its failure to comply with the obligations of this Section will constitute unauthorized use of the Licensed Products, entitling DMP to equitable relief as specified herein. 13. INDEPENDENT CONTRACTOR STATUS Licensee DMP agrees that DMP is an independent contractor and not an employee of the Licensee and all of DMP's personnel shall be employees or subcontractors of DMP and not employees of the Licensee. DMP 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. 14. INSURANCE REQUIREMENTS DMP shall obtain, at its sole cost and file with licensee prior to exercising any right or performing any obligation pursuant to this Agreement, and maintain for the period in which annually licensed products are in effect, a policy or policies of liability insurance or a certificate of such insurance, satisfactory to Licensee, naming Licensee, its officers and employees as additional insured, which insurance coverage shall not be less than that provided in the form of a comprehensive liability insurance policy against injuries to persons or property resulting from or arising out of negligent operations of DMP, its officers or employees. Said policy or policies of insurance shall provide coverage for both general liability and automobile liability in not less than the following minimum amounts: One Million Dollars ($1,000,000.00) combined single limit for automobile liability, including bodily injury and property damage; One Million Dollars ($1,000,000) general aggregate for general liability. Said policy or policies shall also contain a provision that no termination, cancellation or change of coverage of insured or additional insured shall be effective until after thirty (30) days notice thereof has been given in writing to Licensee. DMP shall give to Licensee prompt and timely notice of claims made or suit instituted arising out of Digital Map Product's operations hereunder. DMP shall procure and maintain, at its own cost and expense, any additional kinds and amounts of insurance, which in its own judgment, may be necessary for its own for its proper protection in the performance of the work. 15. NOTICES All notices, authorizations, and requests in connection with this Agreement shall be deemed given (a) five days after being deposited in the mail, postage prepaid, certified, or registered, return receipt requested; or (b) one day after being sent by overnight courier, charge prepaid; and addressed as first set forth above or to such other address as the party to receive the notice or request so designates by written notice to the other, addressed as follows: If to DMP: Digital Map Products, Inc 18831 Von Karman Ave., Suite 200 Irvine, CA 92612 Attn: Contracts Phone: (949) 333-5111 FAX: (949) 333-5112 If to Licensee: City of Santa Ana 20 Civic Center Plaza (M-30) Santa Ana, CA 92701 Attn: Clerk of the Council Phone: (714) 647-6520 FAX: (714) 647-6956 16. NON-ASSIGNABILITY Licensee may not assign or transfer this Agreement or all or any part of its rights hereunder, by operation of law or otherwise, without the prior written consent of DMP. Any unauthorized assignment or transfer shall be null and void and shall constitute grounds for immediate termination of this Agreement under Section 12 above. DMP may assign this Agreement to a related party, or unrelated party as part of a merger, acquisition or the business re-organization and Licensee hereby consents to such assignment. This Agreement shall inure to the benefit of and be binding upon any permitted successor or assign. Pa 10 f 13 29A-'1 2 Agreement No. 04012012001 17. GOVERNING LAW The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of California, without regard to the conflicts of laws principals thereof. 18. SEVERABILITY If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions shall remain in full force and effect. 19. MISCELLANEOUS. 19.1 Entire Understanding. This Agreement and the exhibits attached hereto contain the entire understanding and agreement between the parties respecting the subject matter hereof and all prior quotations, invoices, negotiations, understandings, representations, and agreements of the parties, whether oral or written, are superseded in their entirety. 19.2 Modifications to Agreement. This Agreement may not be supplemented, modified, amended, released, or discharged except by an instrument in writing signed by each party's duly authorized representative. 19.3 Headings Not Controlling. All captions and headings in this Agreement are for purposes of convenience only and shall not affect the construction or interpretation of any of its provisions. 19.4 Consent to Breach Not Waiver. Any waiver by either party of any default or breach hereunder shall not constitute a waiver of any provision of this Agreement or of any subsequent default or breach of the same or a different kind. 19.5 Third Party Beneficiary. Licensee acknowledges that the provisions of this Agreement are intended to inure to the benefit of the Contributors. If Licensee breached any of these provisions, the Contributors will be entitled to enforce this Agreement directly against the Licensee, whether in DMP's or the Contributors' name. Licensee further acknowledges that DMP executes this Agreement as principal on its own behalf and, exclusively to accept or otherwise perfect the Contributors' rights against Licensee, as agent on behalf of the Contributors. Page 11 of 13 25A-13 Agreement No. 04012012001 Attachment C Scope of Services Line Items Intergraph to Esri Transition Services The City of Santa Ana currently uses Intergraph GeoMedia GIS software and desires to migrate to ESRI GIS software. In order to assist with the transition, Digital Map Products will provide GIS layer conversion, software training and technical advice regarding best practices for the setup and configuration of ArcGIS Server, ArcInfo and ArcView in a network environment. Tasks GIS Layer Conversion • 75 hours budgeted for this task. Convert existing city created Intergraph GIS layers (including text features) to ESRI GIS format. • Create ArcGIS documents (MDX format files) to replace existing city map print formats. ESRI Software Training • 25 hours budgeted for this task with flexibility in the selection of the type of classes provided. • Training options: o Provide on-site software training for key city staff (up to 20 users) to ensure they are able to find, access, and utilize city GIS data within the ESRI environment. o Provide advanced, administrator level training for the setup, configuration, use and maintenance of ArcGIS Server and Arc/Info software. ESRI Software - Technical Support and Best Practices • On-Call support and best practice services for City Staff (See Attached Rate Card) • Questions will be forwarded to DMP Page 12 of 13 25A-14 Agreement No. 04012012001 Hourly Rate Card The following rate shall apply for additional services not specifically outlined in this Attachment C. • Software Architect: $200/hour • Software Engineer: $150/hour • Product/Support Specialist: $125/hour • Data Development Specialist: $125/hour Aerial Imagery Wall Murals Digital Map Products shall delivery wall murals of aerial imagery to match those previously delivered in the 2007 - 2011 contract. Tasks Delivery of Aerial Imagery Wall Murals • 5 @40"x40" • 8@66"x66" Page 13 of 13 25A-15 25A-16 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: APRIL 16, 2012 TITLE: AGREEMENT WITH ESRI FOR COMPUTER SOFTWARE MAINTENANCE i CITY MANAGER 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 the attached two-year agreement with ESRI in an amount not to exceed $45,000 annually, subject to nonsubstantive changes approved by the City Manager and City Attorney for computer software maintenance. DISCUSSION The Public Works Agency operates the Geographic Information System (GIS), a vital citywide application that provides data analysis, maps, and aerial photography to all agencies of the City. This system was recently used to assist with the Council Ward Redistricting Project, which provided councilmembers with quick access to highly detailed population information for use in the redistricting decision-making process. In addition to providing printed maps and analytic services, the GIS Section also operates the SAGIS viewer web application which is used daily by many City employees to find parcel ownership and tax data information, and to locate scanned engineering drawings. The current maintenance agreement with Intergraph will expire at the end of the month, and the Public Works Agency plans to provide future GIS services utilizing ESRI software. This agreement with ESRI is to provide software maintenance and technical support. ESRI is the leading provider of GIS software worldwide, and using this system will also allow the City to move forward with its plans to integrate the GIS with the Santa Ana Property Information Network (SAPIN) system. 25B-1 Agreement with ESRI For Computer Software Maintenance April 16, 2012 Page 2 FISCAL IMPACT Funds for the current year of the agreement are budgeted in the Public Works Administration activity for maintenance and repair to machinery and equipment (accounting unit 10117601-62300). Funds for the second year of the agreement will be included and approved as part of the 2012-13 budget. APPROVED AS TO FUNDS AND ACCOUNTS: J G ??• .rte Raul Godinez II Executive DirectorU Public Works Agency RG/TLC Exhibit: 1. Maintenance Agreement Francisco Gutierrez r-V Executive Director Finance & Management Services Agency 25B-2 SOFTWARE LICENSE, MAINTENANCE AND TRAINING AGREEMENT THIS AGREEMENT, dated April 16, 2012, is between Environmental Systems Research Institute, Inc. (hereinafter "ESRI") and the City of Santa Ana (hereinafter "CITY"). ESRI hereby grants to CITY a license to use the type and number of copies of the Software, Data and Documentation, as set forth in Exhibit 1, for which the appropriate license fees have been paid to ERSI. This Agreement includes 1) this signature page, 2) Quotation #200400095, dated February 7, 2012, 3) License Agreement (E204 4/22/10), 4) Exhibit 1 - Scope of Use (E300 9/29/11) and 5) optional ArcGIS Training Proposal. The Term of the Annual Licenses set forth in Exhibit 1 shall commence May 1, 2012 and be effective through April 30, 2013. The term may be extended for additional one-year periods upon payment of license fees, properly invoiced thirty days prior to the end of the then current term, and paid according to CITY's accounting procedures. City, at its sole discretion, may purchase Training on the terms and conditions set forth in the Training Proposal. The total amount to be expended for all services provided pursuant to this Agreement shall not exceed $45,000, annually, during the term of this Agreement. This Agreement constitutes the sole and entire agreement of the parties as to the subject matter set forth herein and supersedes any previous agreements, understandings and arrangements between the parties relating to such subject matter, Any modification(s) or amendment(s) to this Agreement shall be in writing and signed by an authorized representative of each party. IN WITNESS WHEREOF, the parties have executed this Agreement on the date first set forth above. ATTEST: CITY OF SANTA ANA Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: 41, 'SONIA R. ARVAL O City Attorney PAUL M. WALTERS Interim City Manager ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC. RECOMMENDED FOR APPROVAL: RAUL GODINEZ, II Executive Director Public Works Agency (NAME) (Title) Tax ID# 25B-3 Qesr*i,, Quotation # 20400095 Date: February 7, 2012 ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC. Customer # 304762 Contract # 380 New York St Redlands, CA 92373-8100 CITY OF SANTA ANA Phone: (909) 793-2853 Fax: 909-307-3049 CONSTRUCTION MANAGEMENT DIV DUNS Number: 06-313-4175 CAGE Code: OAMS3 20 CIVIC CENTER PLZ SANTA ANA, CA 9270 702 To expedite your order, please attach a copy of this quotation to your purchase order. ATTENTfON: Teri Cable Quote is valid from: 0210712012 To: 0510712012 PHONE: (714) 647-5658 FAX: (714) 647-5616 Material Qty Description Unit Price Total 93198 5 ArcView Single Use License 0.00 0.00 87192 1 ArcView Single Use Primary Maintenance 400.00 400.00 87193 4 ArcView Single Use Secondary Maintenance 300.00 1,200.00 87143 15 ArcView Concurrent Use License 0.00 0.00 87194 2 ArcView Concurrent Use Primary Maintenance 700.00 1,400.00 87195 13 ArcView Concurrent Use Secondary Maintenance 500.00 6,500.00 52382 9 Arclnfo Concurrent Use License 0.00 0.00 52384 1 Arclnfo Concurrent Use Primary Maintenance 3,000.00 3,000.00 52385 8 Arclnfo Concurrent Use Secondary Maintenance 1,200.00 9,600.00 122178 2 ArcGIS Network Analyst Single Use License for Arclnfo 0.00 0.00 122277 1 ArcGIS Network Analyst Single Use for Arclnfo Primary Maintenance 500.00 500.00 122278 1 ArcGIS Network Analyst Single Use for Arclnfo Secondary Maintenance 200.00 200.00 109065 1 ArcGIS Server Standard Enterprise for Windows Up to Four Cores License 0.00 0.00 109065 1 ArcGIS Server Standard Enterprise for Windows Up to Four Cores License 5,000.00 5,000.00 109216 2 ArcGIS Server Standard Enterprise Up to Four Cores Maintenance 5,000.00 10,000.00 Item Total: 37,800.00 Subtotal: 37,800.00 Sales Tax: 2,336.63 Estimated Shipping & Handling(Surface Delivery) : 0.00 Contract Pricing Adjust: 0.00 Total: $40,136.63 Please indicate on your purchase order if this purchase is funded through the American Recovery and Reinvestment Act, and whether Esri is a Prime Recipient, Sul recipient, or Vendor for reporting purposes. For questions contact: Mike Sumich Email: msumich(o)esri.com Phone: (909) 793-2853 x1921 Acceptance of this quotation is limited to the Esri License Agreement and the Quotation Terms and Conditions This Quotation is made in confidence for your review. It may not be disclosed to third parties, except as required by law. if sending remittance, please address to: Esri, File No. 54630, Los Angeles, Ca 90074-4630 SUMICHM This offer is limited to the terms anc T r% corporated and attached herein. ?esri• ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC. 380 New York St Redlands, CA 92373-8100 Phone: (909) 793-2853 Fax: 909-307-3049 DUNS Number: 06-313-4175 CAGE Code: OAMS3 To expedite your order, please attach a copy of this quotation to your purchase order. Quote is valid from: 0210712012 To: 0510712012 Quotation # 20400095 Date: February 7, 2012 Customer # 304762 Contract # CITY OF SANTA ANA CONSTRUCTION MANAGEMENT DIV 20 CIVIC CENTER PLZ SANTA ANA, CA 92702 ATTENTION: Teri Cable PHONE: (714) 647-5658 FAX: (714) 647-5616 BY SIGNING BELOW YOU ARE INDICATING THAT YOU ARE AUTHORIZED TO OBLIGATE FUNDS FOR YOUR ORGANIZATION. DO NOT USE THIS FORM FOR ORDER ACTIVATION IF YOUR ORGANIZATION WILL NOT HONOR AND PAY AN INVOICE THAT HAS BEEN ISSUED AT YOUR DIRECTION WITHOUT ADDITIONAL AUTHORIZING PAPERWORK. If you have made ANY alterations to the line items included in this quote and have chosen to sign the quote to indicate your acceptance, you must fax Esri the signed quote in its entirety in order for the quote to be accepted. You will be contacted by your Customer Service Representative if additional information is required to complete your request. If your organization is a US Federal, state, or local government agency; an educational facility; or a company that will not pay an invoice without having issued a formal purchase order, a signed quotation will not be accepted unless it is accompanied by your purchase order. If you choose to discontinue your maintenance, you will become ineligible for maintenance benefits and services. All maintenance fees from the date of discontinuation will be due and payable if you decide to reactivate your maintenance coverage at a later date. This quotation is subject to the terms set forth herein and the terms of your agreement with Esri, if any, or as otherwise provided by Esri's standard terms and conditions at www.esri.com/legal, which are incorporated by reference. Federal Government entities and prime contractors buying under GSA pricing/terms are subject to Esri's Federal Supply Schedule GS-35F-5086H. Acceptance is limited to terms of this quotation. Esri objects to and expressly rejects any different or additional terms contained in any purchase order, offer or confirmation sent or to be sent by buyer. All terms of this quotation as referenced above shall be incorporated into and are part of any further or additional agreement regarding Esri's software data, web services, training, services and maintenance. In order to expedite processing, please reference the quotation number and any/all applicable Esri contract number(s) (e.g. MPA, ELA, SmartBuy, GSA, BPA) on your ordering document. By signing below, you are authorizing Esri to issue an invoice for the items included in the above quote in the amount of: $ plus sales taxes if applicable. (Note: Shipping costs are subject to change.) Please check one of the following: - I agree to pay any applicable sales tax. - I am tax exempt, please contact me if exempt information is not currently on file with Esri. Signature of Authorized Representative Date Name (Please Print) Title The quotation information is proprietary and may not be copied or released other than for the express purpose of system selection and purchaseftense. This information may not be given to outside parties or used for any other purpose without consent from Environmental Systems Research Institute, Inc. (Esri). Any estimated sales and/or use tax reflected on this quote has been calculated as of the date of this quotation and is merely provided as a convenience for your organization's budgetary purposes. Esri reserves the right to adjust and collect sales and/or use tax at the actual date of invoicing. If your organization is tax exempt or pays state tax directly, then prior to invoicing, your organization must provide Esri with a copy of a current tax exemption certificate issued by your state's taxing authority for the given jurisdiction. Please indicate on your purchase order if this purchase is funded through the Amedcan Recovery and Reinvestment Act, and whether Esd is a Prime Recipient, Sub-recipient, or Vendor for reporting purposes. For questions contact: Mike Sumich Email: msumichna esri.com Phone: (909) 793-2853 x1921 Acceptance of this quotation is limited to the Esri License Agreement and the Quotation Terms and Conditions This Quotation is made in confidence for your review. It may not be disclosed to third parties, except as required by law. if sending remittance, please address to: Esri, File No. 54630, Los Angeles, Ca 90074-4630 SUMICHM This offer is limited to the terms anc2l ili atcorporated and attached herein. (0 ei, ESRI QUOTATION TERMS AND CONDITIONS Esri, 380 New York St., Redlands, CA 92373-8100 USA • TEL 909-793-2853 • FAX 909-793-5953 All quotations are valid for ninety (90) days unless otherwise stated on the quotation form. These prices and terms are valid only for items purchased for use and delivery within the United States. This quotation information is proprietary and may not be copied or released other than for the express purpose of the current system selection and purchase. This information may not be given to outside parties or used for any other purpose without written consent from Environmental Systems Research Institute, Inc. (Esri). To expedite your order, please reference the quotation number on your purchase order ORDER PROCESS The order process is initiated when Esri receives an original purchase order or some form of advance payment. Several additional documents (e.g., Master License Agreement, credit application, Tax Exemption Certificate) may be required to complete the order process. Generally, the need for these documents varies by the type of software, data, web-enabled services, subscriptions, professional services or other products ordered, which is determined upon receipt of the purchase order (or advance payment). If delivery must be expedited, please contact your marketing representative for assistance. IMPORTANT! Collectively, these documents contain the authorizations and information necessary to ship proper versions of the software or data on the correct media, or to initiate web-enabled services, subscriptions, or professional services. Please return them promptly to avoid unnecessary delays in shipping or delivery. Please return all documents to Esri Customer Service, or as otherwise directed. Please show the following remittance address on your purchase order: Esri, File No. 54630, Los Angeles, CA 90074-4630 ESRI LICENSE AGREEMENTS All Esri software, data, web-enabled services, and subscriptions offered in this quotation are commercial off-the-shelf items developed at private expense and subject to Esri commercial license terms. You may have a signed license agreement on file that covers this order. If so, please reference the license agreement number on your purchase order. Unless a signed license is on file with Esri, Esri software, data, web-enabled services and subscriptions are subject to the Esri License Agreement included with the deliverable item as an on-line or click-through agreement. A copy is enclosed. Certain software or data requires a Master License Agreement signed by both parties. Professional services agreements may also include license terms. Some Esri software is copy protected with a software keycode or hardware key, and some software, data, web-enabled services or subscriptions require registration or a password. You will be given instructions to access the keycode, register, or obtain a password through the Esri website or by other means. MAINTENANCE After expiration of any complimentary period of maintenance that may apply to the licensed software, Esri will quote maintenance payable annually in advance. A reinstatement fee applies when maintenance has lapsed. DATA AND WEB SERVICES DISCLAIMER Data and Web Services may contain some nonconformities, defects, errors, or omissions. THE DATA AND WEB SERVICES ARE PROVIDED "AS-IS" WITHOUT WARRANTY OF ANY KIND. Without limiting the generality of the preceding sentence, Esri and its licensors do not warrant that the data and Web Services will meet Licensee's needs or expectations, that the use of the data or Web Services will be uninterrupted, or that all nonconformities can or will be corrected. Esri and its licensors are not inviting reliance on this data or Web Services, and Licensee should always verify actual data or Web Services. DELIVERY FOB Redlands, CA, USA G272 Page 1 of 2 04/29/2011 25B-6 Software: Allow thirty (30) days from Esri's receipt of purchase order, signed Software License Agreement(s), and other documents, as required. Hardware: Manufacturer's terms apply. Lead times depend on make/models purchased. Note: Standard delivery method is ground or two (2)-day air for software and surface carrier for hardware. Actual delivery method may vary depending on weight. Other service is available for an additional fee (e.g., overnight delivery). PAYMENT TERMS Net thirty (30) days, on approved credit. Orders less than eight hundred dollars ($800) require prepayment by check or credit card unless your organization is a government agency, university, college, or Fortune 500 company. TAXES This quote includes applicable sales or use taxes for the prices quoted as required by law. The tax amount may change depending on the time lapse between this quote and your order to us. Esri will include applicable sales or use taxes on your invoice unless you provide proof with your order that your organization or use of the product is tax exempt. G272 Page 2 of 2 04/29/2011 25B-7 (;esr*i* Esri, 380 New York St., Redlands, CA 92373-8100 USA • TEL 909-793-2853 • FAX 909-793-5953 IMPORTANT-READ CAREFULLY UNLESS SUPERSEDED BY A SIGNED LICENSE AGREEMENT BETWEEN YOU AND ESRI, ESRI IS WILLING TO LICENSE SOFTWARE, DATA, WEB SERVICES, OR DOCUMENTATION TO YOU ONLY IF YOU ACCEPT ALL TERMS AND CONDITIONS CONTAINED IN THIS LICENSE AGREEMENT. PLEASE READ THE TERMS AND CONDITIONS CAREFULLY. SOFTWARE, DATA, OR DOCUMENTATION WILL NOT BEGIN DOWNLOADING TO OR INSTALL ONTO YOUR COMPUTER SYSTEM UNTIL YOU HAVE MANIFESTED YOUR ASSENT TO THE TERMS AND CONDITIONS OF THE LICENSE AGREEMENT BY CLICKING "I accept the License Agreement" BELOW. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS AS STATED, THEN ESRI IS UNWILLING TO LICENSE SOFTWARE, DATA, WEB SERVICES, OR DOCUMENTATION TO YOU, AND YOU SHOULD CLICK "I do not accept the License Agreement" BELOW AND RETURN THE PACKAGE TO ESRI OR ITS AUTHORIZED DISTRIBUTOR. SEE http://www.esri.com/legal FOR UPDATED TERMS THAT MAY APPLY TO FUTURE VERSIONS OF SOFTWARE, DATA, WEB SERVICES, AND DOCUMENTATION. LICENSE AGREEMENT (E204 04/22/2010) This License Agreement is between you ("Licensee"') and Environmental Systems Research Institute, Inc. ("Esri"), a California corporation with a place of business at 380 New York Street, Redlands, California 92373-8100 USA. ARTICLE 1-DEFINITIONS Definitions. The terms used are defined as follows: a. "Beta" means any alpha, beta, or prerelease Software, Data, Documentation, or Web Services. b. "Data" means any Esri or third-parry digital dataset(s) including, but not limited to, geographic vector data coordinates, raster, reports, or associated tabular attributes licensed under this License Agreement. c. "Documentation" means all printed and digital materials including, but not limited to, help files, user reference documentation, training documentation, or technical information and briefings. d. "Samples" means sample code, sample applications, add-ons, or sample extensions of Software, Data, Documentation, or Web Services. e. "Software" means all or any portion of Esri's proprietary software technology accessed or downloaded from an Esri authorized website or delivered on any media in any format including backups, updates, service packs, patches, hot fixes, or permitted merged copies. f. "Term License" means license provided for use in a limited time period or on a subscription or transaction basis. g. "Web Services" means software services or Esri or third-party data provided by Esri that perform geographic information system (GIS) functions, tasks, or data services and are accessed over the Internet. ARTICLE 2-INTELLECTUAL PROPERTY RIGHTS AND RESERVATION OF OWNERSHIP Software, Data, Web Services, and Documentation are licensed and not sold. Esri and its licensors own Software, Data, Web Services, and Documentation and all copies, which are protected by United States and applicable international laws, treaties, and conventions regarding intellectual property and proprietary rights including trade secrets. Licensee agrees to use reasonable means to protect Software, Data, Web Services, and Documentation from unauthorized use, reproduction, distribution, or publication. Esri and its third-party licensors reserve all rights not specifically granted in this License Agreement including the right to change and improve Web Services. E204 Page 1 of 7 04/22/2010 25B-8 ARTICLE 3-GRANT OF LICENSE 3.1 Grant of License. Subject to the terms of this License Agreement, Esri grants to Licensee a personal, nonexclusive, nontransferable license solely to a. Use the type and number of copies of Software, Data, and Documentation and access Web Services (i) for which the applicable license fees have been paid, (ii) for Licensee's own internal use, and (iii) in accordance with Exhibit 1 and the licensed configuration on file as authorized by Esri or its authorized distributor. b. Access and use any secure Esri website resources made available to Licensee for Licensee's own internal use, provided that Licensee follows Esri's terms of use policy specified therein. All password or controlled access information provided by Esri or its authorized distributor shall be treated as Esri confidential information. 3.2 Beta License. Licensee may be accepted into a current Beta Testing Program. a. If Licensee is accepted into the Beta Testing Program, Esri will provide to Licensee access to Beta and will grant Licensee a personal, nonexclusive, nontransferable, royalty-free Term License to use Beta at the authorized and identified test sites solely for the purpose of testing Beta as delivered, in accordance with the Beta Testing Program guidelines and the terms of this License Agreement. This grant of license is effective from the date Licensee is accepted into the program or date of receipt of any Beta until the date of the commercial release of Software from Esri Customer Service or the date of termination of the Beta Testing Program for the specific Beta, whichever is sooner. b. Licensee agrees to provide suggestions or comments regarding performance, usability or effectiveness, bug reports, test reports, or other feedback (collectively, "Feedback") to Esri with respect to Beta. c. Licensee grants to Esri the right to freely use, share, disclose, reproduce, license, distribute and otherwise publicly display and perform any Feedback provided to Esri by Licensee. Licensee will not provide Feedback that Licensee knows or reasonably should have known contains content subject to license or use restrictions. d. Beta and Feedback contain confidential information and trade secrets that are proprietary to Esri. Licensee agrees to use commercially reasonable means (at least as great as those used by Licensee for-its own confidential information) to maintain the integrity, confidentiality, and Esri proprietary rights in Beta and Feedback. Licensee may not share or release Feedback or results of Beta testing with any third party. e. Beta is subject to change prior to its commercial release or may never be commercially released. Licensee acknowledges that Beta is not suitable or licensed for full use in any production system and accepts all responsibility for use and any results generated. 3.3 Evaluation License. Esri may from time to time offer Term License(s) for Software, Data, Web Services, or Documentation for Licensee's evaluation only. 3.4 Consultant or Contractor Access. Subject to Section 3. 1, Esri grants Licensee the right to provide access to and use of Software, Data, Web Services, or Documentation to any consultant or contractor of Licensee exclusively for the benefit of Licensee. Licensee shall be solely responsible for compliance by consultants and contractors with this License Agreement. Access to or use of Software, Data, Web Services, and Documentation by consultants or contractors not exclusively for the benefit of Licensee is prohibited. 3.5 Educational Program License. If Licensee has been qualified by Esri or its authorized distributor to participate in an educational program, the following additional terms apply: a. Educational Use License. Licensee agrees to use Software, Data, Web Services, and Documentation solely for educational, research, and academic purposes that are noncommercial in nature. Licensee shall not use Software, Data, Web Services, and Documentation for any Administrative Use or profit-generating activities. b. Administrative Use Term License. Licensee may use the Software, Data, Web Services, and Documentation for administrative activities that are not directly related to instruction or education, such as asset mapping, facilities management, demographic analysis, routing, campus safety, and accessibility analysis ("Administrative Use"). Licensee shall not use the Software, Data, Web Services, or Documentation for any profit-generating activities. 3.6 Grant Program License. If Licensee has been qualified to participate in an Esri grant program, Licensee may only use the type and number of copies of the Software, Data, Web Services, and Documentation permitted in the Esri grant document E204 Page 2 of 7 04/22/2010 25B-9 and the licensed configuration on file with Esri Customer Service, and solely for noncommercial purposes specified in the Esri grant document. Licensee shall not use the Software, Data, Web Services, and Documentation for any profit-generating activities. ARTICLE 4-SCOPE OF USE 4.1 Permitted Uses a. Licensee may install and store Software, Data, and Documentation on electronic storage device(s). b. Licensee may make one (1) copy of Software, Data, and Documentation for archival purposes. Licensee may make routine computer backups. c. Licensee may customize Software using any (i) macro or scripting language, (ii) published application programming interface (API), or (iii) source or object code libraries, but only to the extent that such customization is described in Documentation. d. Licensee may use, copy, or prepare derivative works of Documentation supplied in digital format and thereafter reproduce, display, and redistribute the customized documentation only for Licensee's own internal use. Portions of Documentation supplied in digital format merged with other software and printed or digital documentation are subject to this License Agreement. Licensee shall include the following copyright attribution notice acknowledging the proprietary rights of Esri and its licensors: "Portions of this document include intellectual property of Esri and its licensors and are used herein under license. Copyright © [Insert the actual copyright date(s) from the source materials] Esri and its licensors. All rights reserved." 4.2 Uses Not Permitted a. Except as provided herein, Licensee shall not sell, rent, lease, sublicense, lend, assign, or time-share Software, Data, Web Services, or Documentation. Licensee shall not act as a service bureau or commercial application service provider (ASP) that allows third-party access to Software, Data, Web Services, and Documentation. Licensee shall not use Software, Data, Web Services, or Documentation for a site or service and operate the site or the service for a profit or generate revenue through direct or indirect methods (e.g., advertising or by charging for access to the site or service). b. Except as provided herein, Licensee shall not redistribute Software, Data, or Web Services to third parties, in whole or in part, including, but not limited to, extensions, components, or DLLs. c. Licensee shall not reverse engineer, decompile, or disassemble Software, Data, Web Services, or Documentation except to the extent that such activity is expressly permitted by applicable law notwithstanding this restriction. d. Except to the extent that applicable law prohibits this restriction, Licensee shall not make any attempt to circumvent the technological measure(s) that controls access to or use of Software, Data, Web Services, and Documentation. e. Except as provided herein, Licensee shall not redistribute Software activation number(s), registration number/license authorization file(s), developer license file(s), or Web Services access codes to third parties. f Licensee shall not use Software or Web Services to transfer or exchange any material where such transfer or exchange is prohibited by intellectual property laws or any other applicable laws. g. Licensee shall not remove or obscure any Esri or its licensors' patent, copyright, trademark, or proprietary rights notices contained in or affixed to Software, Data, Web Services, or Documentation. h. Licensee shall not unbundle individual or component parts of Software or Data for independent use. i. After a reasonable transition period, Licensee shall not use an older version of the Software that Licensee has updated to a newer version. Licensee shall not use more Software licenses at any given time than the total quantity in Licensee's licensed configuration on file with Esri. ARTICLE S--TERM AND TERMINATION This License Agreement is effective upon acceptance. This License Agreement and any licenses granted hereunder shall continue until (i) such time that Licensee elects in writing to discontinue use of Software, Data, Web Services, or Documentation and terminates the license; (ii) expiration of a Term License; or (iii) either party terminates the license for a material breach that is not cured within ten (10) days of written notice to the other party, except that termination is immediate for a material breach of a nature that is impossible to cure. Upon termination of a license, Licensee shall (i) cease access and use of Web Services and clear Web Services client-side data cache; and (ii) cease use, uninstall, remove, and destroy all Software, Data, and Documentation and any whole or partial copies, modifications, or merged portions in any form and execute and deliver evidence of such actions to Esri or its authorized distributor. E204 Page 3 of 7 04/22/2010 25B-10 ARTICLE 6-LIMITED WARRANTIES AND DISCLAIMERS 6.1 Limited Warranties. Except as otherwise provided in this Article 6, Esri warrants that (i) the unmodified Software will substantially conform to the published Documentation and (ii) media on which the Software, Data, and Documentation are provided will be free from defects in materials and workmanship under normal use and service for a period of ninety (90) days from the date of receipt. 6.2 Data and Web Services Disclaimer. Data and Web Services may contain some nonconformities, defects, errors, or omissions. THE DATA AND WEB SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. Without limiting the generality of the preceding sentence, Esri and its licensors do not warrant that Data and Web Services will meet Licensee's needs or expectations, that the use of Data and Web Services will be uninterrupted, or that all nonconformities can or will be corrected. Esri and its licensors are not inviting reliance on Data or Web Services, and Licensee should always verify actual Data or Web Services. 6.3 Special Disclaimer. SAMPLES, HOT FIXES, PATCHES, EVALUATION SOFTWARE, AND BETA ARE DELIVERED "AS IS" WITHOUT WARRANTY OF ANY KIND. LICENSEE ASSUMES ALL RISK AS TO THE QUALITY AND PERFORMANCE OF THE SAMPLES, HOT FIXES, PATCHES, EVALUATION SOFTWARE, AND BETA. 6.4 Internet Disclaimer. THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE INTERNET IS A NETWORK OF PRIVATE AND PUBLIC NETWORKS AND THAT (i) THE INTERNET IS NOT A SECURE INFRASTRUCTURE, (ii) THE PARTIES HAVE NO CONTROL OVER THE INTERNET, AND (iii) NONE OF THE PARTIES SHALL BE LIABLE FOR DAMAGES UNDER ANY THEORY OF LAW RELATED TO THE DISCONTINUANCE OF OPERATION OF ANY PORTION OF THE INTERNET OR POSSIBLE, REGULATION OF THE INTERNET THAT MIGHT RESTRICT OR PROHIBIT THE OPERATION OF THE WEB SERVICE. 6.5 General Disclaimer. EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTIES, ESRI DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, AND NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. ESRI DOES NOT WARRANT AND DISCLAIMS THAT SOFTWARE, DATA, WEB SERVICES, OR DOCUMENTATION WILL MEET LICENSEE'S NEEDS; THAT LICENSEE'S OPERATION OF THE SAME WILL BE UNINTERRUPTED, ERROR FREE, FAULT TOLERANT, OR FAIL SAFE; OR THAT ALL NONCONFORMITIES CAN OR WILL BE CORRECTED. SOFTWARE, DATA, WEB SERVICES, AND DOCUMENTATION ARE NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE IN ENVIRONMENTS OR APPLICATIONS THAT MAY LEAD TO DEATH, PERSONAL INJURY, OR PHYSICAL PROPERTY/ENVIRONMENTAL DAMAGE. ANY SUCH USE SHALL BE AT LICENSEE'S OWN RISK AND COST. 6.6 Exclusive Remedy. Licensee's exclusive remedy and Esri's entire liability for breach of the limited warranties set forth in this Article 6 shall be limited, at Esri's sole discretion, to (i) replacement of any defective media; (ii) repair, correction, or a workaround for Software subject to the Esri Maintenance Program found at www.esri.com/legal/maintenance.html; or (iii) return of the license fees paid by Licensee for Software or Documentation that does not meet Esri's limited warranty, provided that Licensee uninstalls, removes, and destroys all copies of Software or Documentation and executes and delivers evidence of such actions to Esri or its authorized distributor. ARTICLE 7-LIMITATION OF LIABILITY 7.1 Disclaimer of Certain Types of Liability. ESRI AND ITS LICENSORS SHALL NOT BE LIABLE TO LICENSEE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOST PROFITS, LOST SALES, OR BUSINESS EXPENDITURES; INVESTMENTS; BUSINESS COMMITMENTS; LOSS OF ANY GOODWILL; OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS LICENSE AGREEMENT OR USE OF SOFTWARE, DATA, WEB SERVICES, OR DOCUMENTATION, HOWEVER CAUSED ON ANY THEORY OF LIABILITY, WHETHER OR NOT ESRI OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. E204 Page 4 of 7 04/22/2010 25B-11 7.2 General Limitation of Liability. EXCEPT AS PROVIDED IN ARTICLE 8-INFRINGEMENT INDEMNITY, ESRI'S TOTAL CUMULATIVE LIABILITY HEREUNDER, FROM ALL CAUSES OF ACTION OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTY, MISREPRESENTATION, OR OTHERWISE, SHALL NOT EXCEED THE AMOUNTS PAID BY LICENSEE FOR SOFTWARE, DATA, WEB SERVICES, OR DOCUMENTATION PURSUANT TO THIS LICENSE AGREEMENT. 7.3 Applicability of Disclaimers and Limitations. Licensee agrees that the limitations of liability and disclaimers set forth in this License Agreement will apply regardless of whether Licensee has accepted Software, Data, Web Services, or Documentation or any other product or service delivered by Esri. The parties agree that Esri has set its fees and entered into this License Agreement in reliance on the disclaimers and limitations set forth herein, that the same reflect an allocation of risk between the parties, and that the same form an essential basis of the bargain between the parties. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. ARTICLE 8-INFRINGEMENT INDEMNITY 8.1 Esri shall defend, indemnify, and hold harmless Licensee from and against any loss, liability, cost, or expense, including reasonable attorneys' fees, which may be incurred by Licensee against any claims, actions, or demands by a third party alleging that Software infringes a US patent, copyright, or trademark, provided a. Licensee promptly notifies Esri in writing of the claim; b. Licensee provides documents clearly describing the allegations of infringement; c. Esri has sole control of the defense of any actions and negotiations related to the defense or settlement of any claim; and d. Licensee cooperates fully in the defense of the claim. 8.2 If Software is found to infringe a US patent, copyright, or trademark, Esri, at its own expense, may either (i) obtain rights for Licensee to continue using Software or (ii) modify the allegedly infringing elements of Software while maintaining substantially similar software functionality or data/informational content. If neither alternative is commercially reasonable, the infringing item(s) shall be returned to Esri, the license shall terminate, and Licensee shall uninstall the infringing item(s). Esri's entire liability shall then be to indemnify Licensee pursuant to Section 8.1 and to refund license fees paid by Licensee for the infringing item(s), prorated on a five (5)-year, straight-line depreciation basis beginning from the initial date of delivery. 8.3 Esri shall have no obligation to defend Licensee or to pay any resulting costs, damages, or attorneys' fees for any claims or demands alleging direct or contributory infringement of Software by (i) the combination of or integration with a product, process, or system not supplied by Esri; (ii) material alteration by anyone other than Esri or contractors acting on behalf of Esri; (iii) use after Licensee has been notified of possible infringement; or (iv) use after modifications are provided or a return is ordered by Esri under Section 8.2. 8.4 In no event shall the indemnification set forth in this Article 8 apply to any Samples, Beta, or evaluation software delivered hereunder. THE FOREGOING STATES THE ENTIRE OBLIGATION OF ESRI WITH RESPECT TO INFRINGEMENT OR ALLEGATION OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. ARTICLE 9-GENERAL PROVISIONS 9.1 Future Updates. New or updated Software, Data, Web Services, and Documentation shall be governed by the then- current Esri license terms and conditions included with the deliverable Software, Data, Web Services, or Documentation. 9.2 Export Control Regulations. Licensee expressly acknowledges and agrees that Licensee shall not export, reexport, transfer, or release Software, Data, Web Services, or Documentation, in whole or in part, to (i) any US embargoed country (or to a national or resident of any US embargoed country); (ii) any person on the US Treasury Department's list of Specially Designated Nationals; (iii) any person or entity on the US Commerce Department's Denied Persons List, Entity List, or Unverified List; or (iv) any person or entity where such export or reexport violates any US export control laws or regulations E204 Page 5 of 7 04/22/2010 25B-12 including, but not limited to, the terms of any export license or license exemption and any amendments and supplemental additions to US export laws as they may occur from time to time. 9.3 Taxes and Fees, Shipping Charges. License fees quoted to Licensee are exclusive of any and all taxes or fees, including, but not limited to, sales tax, use tax, value-added tax (VAT), customs, duties, or tariffs, and shipping and handling charges. 9.4 No Implied Waivers. The failure of either party to enforce any provision of this License Agreement shall not be deemed a waiver of the provisions or of the right of such party thereafter to enforce that or any other provision. 9.5 Severability. The parties agree that if any provision of this License Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make the intent of the language enforceable. 9.6 Successor and Assigns. Licensee shall not assign, sublicense, or transfer Licensee's rights or delegate its obligations under this License Agreement without Esri's prior written consent, and any attempt to do so without consent shall be void. This License Agreement shall be binding upon the respective successors and assigns of the parties to this License Agreement. Notwithstanding, a government contractor that has acquired Software, Data, Web Services, or Documentation under contract to the government may assign this License Agreement to its government customer upon written notice to Esri, provided the government customer assents to the terms of this License Agreement. 9.7 Survival of Terms. The provisions of Articles 2, 5, 6, 7, 8, and 9 of this License Agreement shall survive the expiration or termination of this License Agreement. 9.8 Equitable Relief. Licensee agrees that any breach of this License Agreement by Licensee may cause irreparable damage and that, in the event of such breach, in addition to any and all remedies at law, Esri shall have the right to seek an injunction, specific performance, or other equitable relief in any court of competent jurisdiction without the requirement of posting a bond or undertaking or proving injury as a condition for relief. 9.9 US Government Licensee. Software, Data, Web Services, and Documentation are commercial computer software, commercial data, commercial computer software documentation, and commercial Web Services. This License Agreement contains Esri's commercial license terms and conditions for such items. The commercial license rights in this License Agreement strictly govern Licensee's use, reproduction, or disclosure of Software, Data, Web Services, and Documentation. No other license terms or conditions shall apply unless expressly agreed in writing by Esri and Licensee. Esri Software source code is unpublished, and all rights to Software, Data, Web Services, and Documentation are reserved. In the event any court, arbitrator, or board holds that the Licensee has greater rights to any portion of Software, Data, Web Services, or Documentation under applicable public procurement law, such rights shall extend only to the portions affected. 9.10 Governing Law, Arbitration a. Licensees in the United States ofAmerica, Its Territories, and Outlying Areas. This License Agreement shall be governed by and construed in accordance with the laws of the State of California without reference to conflict of laws principles, except that US federal law shall govern in matters of intellectual property. Except as provided in Section 9.8, any dispute arising out of or relating to this License Agreement or the breach thereof that cannot be settled through negotiation shall be finally settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Judgment on the award rendered by the arbitrator may be entered in a court of competent jurisdiction. If Licensee is a US government agency, this License Agreement is subject to the Contract Disputes Act of 1978, as amended (41 U.S.C. 601-613), in lieu of the arbitration provisions of this clause. This License Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. b. All Other Licensees. Except as provided in Section 9.8, any dispute arising out of or relating to this License Agreement or the breach thereof that cannot be settled through negotiation shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one (1) arbitrator appointed in accordance with said rules. The language of the arbitration shall be English. The place of the arbitration shall be at an agreed-upon location. This License Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. Either party shall, at the request of the other, make available documents or witnesses relevant to the major aspects of the dispute. E204 Page 6 of 7 04/22/2010 25B-13 9.11 Maintenance. Maintenance for qualifying Software or Data consists of updates and other benefits, such as access to technical support, specified in Esri's or its distributor's most current applicable software maintenance policy. 9.12 Patents. Licensee may not seek, and may not permit any other user to seek, a patent or similar right worldwide that is based on or incorporates any Esri technology or services. This express prohibition on patenting shall not apply to Licensee's software and technology except to the extent that Esri technology or services, or any portion thereof, are a part of any claim or preferred embodiment in a patent application or a similar application. 9.13 Entire Agreement. This License Agreement, including Exhibit 1, constitutes the sole and entire agreement of the parties as to the subject matter set forth herein and supersedes any previous license agreements, understandings, and arrangements between the parties relating to such subject matter. Additional or different terms included with an order or other document shall not be binding on Esri. Any modification(s) or amendment(s) to this License Agreement must be in writing and signed by each party. E204 Page 7 of 7 04/22/2010 25B-14 Oesr*i* EXHIBIT 1 SCOPE OF USE (E300 09/29/2011) Esri, 380 New York St., Redlands, CA 92373-8100 USA • TEL 909-793-2853 • FAX 909-793-5953 The scope of use for the Software, Data, and Web Services identified below is described in the applicable footnotes identified in parentheses. Software ¦ ArcExplorer-Java and Windows Editions (20 and 25) ¦ ArcGIS API for iOS, Windows Phone, or Android (1, 16, 25, and 33) ¦ ArcGIS Desktop - ArcInfo (either 1 or 2 and 25, 26, 33, 44, and 45) - ArcEditor (either 1 or 2 and 25, 26, 33, 44, and 45) - ArcView (either 1 or 2 and 25, 33, 44, and 45) ¦ AreGIS Desktop Extensions (7) ¦ AreGIS Engine Developer Kit and Extensions (1, 14, 15, 22, 25, 26, and 43) • AreGIS Engine Runtime and Extensions (either 1 or 2 and 15, 22, 25, 26, and 33) ¦ AreGIS Explorer (20, 25, and 33) ¦ AreGIS for AutoCAD (1, 20, and 25) ¦ ArcGIS for iOS (I, 25, and 33) ¦ ArcGIS Mobile Deployments (1, 15, 16, 25, 33, and 54) ¦ AreGIS Runtime (1, 15, 18, 33, 35, and 59) ¦ ArcGIS Runtime SDK (1, 15, 18, 33, 35, and 60) ¦ ArcGIS Server - Workgroup (either 3 or 5 and 8, 9, 25, 28, 29, 30, 32, 33, 38, 39, 40, and 45; if licensed as a Term License, 6 will also apply) - Enterprise (either 3, 4, or 5 and 8, 9, 25, 27, 31, 33, 38, 39. 40, and 45; if licensed as a Term License, 6 will also apply) > Cloud Bundle (6 and 33) • ArcGIS Server Extensions - ArcGIS for INSPIRE (7, 8, 33, and 35) - ArcGIS Server Geoportal Extension (either 3, 4, or 5 and 7 and 52) - ArcGIS Server Image Extension (7, 8, and 42) - AreGIS Server Image Extension Service Editor (1) - Other Extensions (7) ¦ ArcGIS Web Mapping (including SharePoint, JavaScript, Adobe Flex, Microsoft SilverlighUWPF, SOAP, and REST) (6, 33, and 35) ¦ ArcIMS - ArcIMS and Extensions (either 3, 4, or 5 and 8, 10, 31, and 45) • ArcLogistics - Desktop (1 and 25) - Using AreGIS Online (6, 20, 25, 34, 35, and 46) - Using AreGIS Server (6, 20, 25, 34, 35, and 46) - Navigator (1 and 46) ¦ ArcPad (1, 11 13, 25, and 33) ¦ ArcReader (20, 25, 33, and 45) ¦ ArcView 3.x and Extensions (1, 7, and 17) • Esri Aeronautical Solution (either 1 or 2) ¦ Esri Business Analyst (Canadian Edition) (either 1 or 2 and 6, 25, 33, 36, 45, and 48) ¦ Esri Business Analyst (either 1 or 2 and 25, 33, 45, and 48) ¦ Esri Business Analyst Online API for Adobe Flex, Microsoft Silverlight, SOAP, and REST (6, 16, 25, 33, 35, 55, and 56) ¦ Esri Business Analyst Server - Workgroup (either 3, 4, or 5 and 8, 9, 21, 25, 28, 29, 31, 33, 39, 40, 45, and 48) - Enterprise (either 3, 4, or 5 and 8, 9, 21, 25, 27, 31, 33, 39, 40, 45, and 48) ¦ Esri Business Analyst Server (Canadian Edition) (either 3, 4, or 5 and 8, 9, 21, 25, 27, 31, 33, 36, 39, 40, 45, and 48) ¦ Esri Business Analyst Server Developer (3, 6, 25, 33, 35, and 51) ¦ Esri Business Analyst Server Developer (Canadian Edition) (3, 6, 25, 33, 35, 36, and 51) ¦ Esri CityEngine (either 1 or 2 and 44) ¦ Esri Defense Mapping (either 1 or 2) ¦ Esri Developer Network (EDN) Software, Web Services, and Data (6, 7, 24, 25, 26, 33, 34, and 35) ¦ Esri File Geodatabase API (47) ¦ Esri Nautical Solution (either 1 or 2) • Esri Production Mapping (either 1 or 2) ¦ Geoportal Clients for AreGIS (7, 20, and 52) ¦ Maplt (11, 25, 31, 33, 35, 49, and 50) ¦ MapObjects-Java Edition (1, 5, 8, 15, 18, and 19) ¦ MapObjects LT (1, 14, and 16) ¦ MapObjects-Windows Edition (1, 14, 15, 16, and 18) ¦ MOLE (1) ¦ NetEngine Internet (5) ¦ Portal for ArcGIS (5, 6, 31, 33, 61, 62, and 63) ¦ Tracking Server (either 4 or 5 and 31) Web Services ¦ ArcGIS Online Services (6, 25, 33, 34, and 35) ¦ Esri Business Analyst Online (6, 25, 33, 48, 56, 57, and 58) ¦ Esri Business Analyst Online Mobile (1, 6, 25, 33, 48, 56, 57, and 58) ¦ Esri Community Analyst (6, 25, 33, 48, 56, 57, and 58) ¦ Esri MapStudio (6, 25, 33, 34, 35, and 56) ¦ Esri Redistricting Online (6, 25, 33, 34, and 35) Data ¦ Data with ArcGIS Data Appliance (6, 23, 25, and 41) ¦ Esri Address Coder (either 1, 2, or 5 and 21, 22, 25, and 48) ¦ Esri Business Analyst (Canadian Edition) Data (either 1 or 2 and 6, 21, 25, 33, 36, 45, and 48) ¦ Esri Business Analyst Data (either I or 2 and 21, 25, 33, 45, and 48) ¦ Esri Business Analyst Server (Canadian Edition) Data (either 3, 4, or 5 and 21, 25, 33, 36, 45, and 48) ¦ Esri Business Analyst Server Data (either 3, 4, or 5 and 21, 25, 33, 45, and 48) ¦ Esri Data & Maps (either 1, 2, 3, 4, or 5 and 23 and 37) ¦ Esri Data (either 1, 2, or 5 and 25 and 48) - Demographic, Consumer Spending, Market Potential, Retail MarketPlace, Business, Traffic, Shopping Center, Cable Boundaries, Banking, and Crime ¦ Sourcebook•America (1 and 21) • StreetMap Premium (either 1, 2, 4, or 5 and 6 and 25) ¦ Tapestry Segmentation (either 1, 2, or 5 and 21 and 48) E300 Page 1 of 4 09/29/2011 25B-15 I. "Single Use License." Licensee may permit a single authorized end user to install and use the Software, Data, and Documentation on a single computer for use by that end user on the computer on which the Software is installed. Remote access is not permitted. Licensee may permit the single authorized end user to make a second copy for end user's exclusive use on a portable computer as long as only one (1) copy of the Software, Data, and Documentation is in use at any one (1) time. No other end user may use the Software, Data, or Documentation under the same license at the same time for any other purpose. 2. "Concurrent Use License." Licensee may install and use the Software, Data, and Documentation on computer(s) on a network, but the number of simultaneous users may not exceed the number of licenses acquired. No other end user may use the Software, Data, or Documentation under the same license at the same time for any other purpose. 3. "Development Server License." Licensee may install and use the Software on a single computer to design and build applications that interface with or utilize server Software as described in the Documentation. 4. "Staging Server License." In addition to the Development Server License rights, Licensee may use and install the Software for the following purposes: user acceptance testing, performance testing, load testing of other third-party software, staging new commercial data updates, and training activities. 5. "Deployment Server License." In addition to the Staging Server License rights, Licensee may install and use the Software or Data to provide services to multiple users on the same or other computer(s). 6. "Term License." License is provided for use for a limited time period or on a subscription or transaction basis. 7. Extensions to Software programs follow the same scope of use as that granted for the corresponding Software programs. 8. The administration tools for the Software may be copied and redistributed throughout Licensee's organization. 9. User-developed ArcGIS Server administration tools may be copied throughout Licensee's organization, but the ArcCatalog application (found in ArcGIS Desktop) may not be copied. 10. The ArcIMS license includes the right to deploy MapObjects-Windows Edition applications on the Internet or intranet. Licensee shall not develop client/server solutions with the ArcIMS-Java Archive (JAR) files without a license for the MapObjects-Java Edition developer kit. 11. Licensee may install and use the Software to provide services to multiple users on the same or other computer(s). The Software is licensed per server. The licensed server is the server on which Licensee installs the Spatial Data Service. 12. Software is only licensed for navigational use when used in conjunction with ArcLogistics. 13. "Dual Use License" means the Software may be installed on a desktop computer and used simultaneously with either a personal digital assistant (PDA) or handheld mobile computer as long as the Software is only used by a single individual at any one (1) time. 14. Developers must include the following attribution with any deployed MapObjects application: "Portions of this computer program are owned by LizardTech, Inc., and are Copyright © 1995-2002 LizardTech, Inc., and/or the University of California. All rights reserved. US Patent No. 5,710,835." 15. Deployment licenses for desktop or Internet application(s) may be subject to payment of additional license fees. 16. Licensee may deliver applications to its sublicensee(s) provided Licensee uses a written sublicense agreement that protects Esri's rights in its Software, Data, Web Services, and Documentation to the same extent as the Esri License Agreement including, but not limited to. the following terms: a. Sublicensee may not reverse engineer, decompile, or disassemble the Esri Software, Data, Web Services, or Documentation, except to the extent permitted by applicable law; copy for commercial use; transfer; or assign its rights under the license grant; b. Sublicensee may not use any Esri Software, Data, Web Services, or Documentation, in whole or in part, separate from Licensee's executable application; and c. Third-party dependent or required components are redistributable subject to permission from the owner or author. d. Applications may be subject to deployment fees owed to Esri. Licensee shall contact its distributor for details. 17. Licensee may use Business Objects Crystal Reports software only with the ArcView 3.x Software with which it was acquired and subject to the Crystal Reports License Agreement available on the media. Licensee may not use a software program or system to cache or queue report requests. 18. The deployment license is per application per computer. 19. MapObjects-Java Edition contains Java Archive files, which indicate they are authentic Esri-certificated files when used over the Internet. Licensee shall not use Esri certification or reference Esri as a source of trusted content in any modified MapObjects-Java Archive files. Licensee may deploy the unmodified Java class Esri-certified libraries as an integral part of the Licensee's application(s). 20. Licensee may reproduce and deploy the Software provided all the following occur: (a) the Software is reproduced and deployed in its entirety; (b) a license agreement accompanies each copy of the Software that protects the Software to the same extent as the Esri License Agreement, and the recipient agrees to be bound by the terms and conditions of the license agreement; (c) all copyright and trademark attributions/notices are reproduced; and (d) there is no charge or fee attributable to the use of the Software. 21. Licensee shall not withhold any substantial right (e.g., extension of credit) from any individual based solely on the individual's place of residence, as profiled in the Tapestry Segmentation system. E300 Page 2 of 4 09/29/2011 25B-16 22. (a) ArcGIS Engine Runtime licenses shall not be used for Internet and server development and deployment; (b) an end user must license either ArcGIS Engine Runtime Software or other ArcGIS Desktop Software (ArcView, ArcEditor, or Arclnfo) to obtain the right to run an AreGIS Engine application on one (1) computer; and (c) the AreGIS Engine Runtime extensions shall not be used in combination with ArcGIS Desktop Software to run ArcGIS Engine applications. A single user can have multiple applications installed on one (1) computer for use only by that end user. 23. Licensee may redistribute the Data as described in the Redistribution Rights Matrix available at http://www.esri.com/legal/, in the Help system, or in supporting metadata files, subject to the specific attribution descriptions and requirements for the dataset accessed. 24. EDN Software, Web Services, and Data may only be used by one (1) named developer per subscription solely for the purposes of research, development, testing, and demonstration of a prototype application. EDN server Software and Data may be installed on multiple computers for use by any named EDN developer. 25. Use of included third-party owned data shall be subject to the Use of Data Restrictions found at http://www.esri.com/legal/ for the specific Data accessed. The Use of Data Restrictions may be modified by Esri from time to time. If a modification is unacceptable to Licensee, Licensee may cancel a subscription upon written notice to Esri, or discontinue use of the Data or Web Services, as applicable. If Licensee continues to use the Data or Web Services, Licensee will be deemed to have accepted the modification. 26. An ArcSDE Personal Edition geodatabase is restricted to ten (10) gigabytes of Licensee data. 27. ArcGIS Server Web ADF Runtime Software may not be deployed independent of Licensee's ArcGIS Server Enterprise configuration. 28. Use is limited to ten (10) concurrent end users of applications other than ArcGIS Server applications. This restriction includes use of ArcGIS Desktop Software, AreGIS Engine Software, and third-party applications that connect directly to any ArcGIS Server geodatabase. There are no limitations on the number of connections from web applications. 29. Software can only be used with SQL Server 2005/2008 Express. 30. Use is restricted to a maximum of ten (10) gigabytes of Licensee data. 31. Redundant Software installation(s) for failover operations is allowed but can only be operational during the period the primary site is nonoperational. The redundant Software installation(s) shall remain dormant, except for system maintenance and updating of databases, while the primary site or any other redundant site is operational. 32. No redundant Software installation is permitted. 33. Licensee's access to and use of Cloud Bundle, ArcGIS Web Mapping, AreGIS Online Services, Business Analyst Online, Business Analyst Online API, or Microsoft Bing Maps is conditioned upon Licensee's acceptance of the Esri Web Services and API Terms of Use, the Business Analyst Online Web Subscription Terms and Conditions, the Terms of Use for Bing Maps Services. and any other terms and conditions applicable thereto or to any third-party data being accessed through them, found at http://www.esri.com/legal. 34. Licensee's organization is limited to the number of specified credits, transactions, geography, or number of users as described in the online product description. 35. Licensed end users shall not share the client-side data cache derived from ArcGIS Online Services with other licensed end users or third parties. 36. Licensee's use of Esri Business Analyst (Canadian Edition) Data is subject to the Use of Data Restrictions specific to Esri Business Analyst (Canadian Edition) Data. 37. Data provided with StreetMap USA may be used for mapping, geocoding, and routing purposes but is not licensed for dynamic routing purposes. For instance, StreetMap USA may not be used to alert a user about upcoming maneuvers (such as warning of an upcoming turn) or to calculate an alternate route if a turn is missed. 38. The ArcGIS Server 3D extension included with ArcGIS Server Standard (Workgroup or Enterprise) may only be used for generating globe data cache(s) or publishing a globe document as an ArcGIS Globe Service. No other use of the ArcGIS Server 3D extension Software is permitted with ArcGIS Server Standard. 39. Any editing functionality included with ArcGIS Server is not permitted for use with ArcGIS Server Basic (Workgroup or Enterprise). 40. Geospatial Enterprise JavaBeans (EJB) provided with ArcGIS Server (Workgroup or Enterprise) is permitted for use only with ArcGIS Server Advanced. 41. Licensee may only use Data from a single state with the Single State version of ArcGIS Data Appliance. This restriction applies to a large-scale (i.e., scale levels below 1:100,000) street map, transportation layer, boundaries and places layer, and one (1)-meter or better resolution imagery included in the USA Collection. This restriction does not apply to the small-scale (i.e., scale levels above 1:100,000) maps provided in the World Collection, which are intended for display at global and regional scales. 42. Licensee has the right to one (1) desktop deployment of the ArcGIS Server Image extension Service Definition Editor for every four (4) cores of ArcGIS Server Image extension that are licensed. 43. Licensee may develop an unlimited number of applications on a single computer and deliver the applications to end users with or without the AreGIS Engine Runtime Software. E300 Page 3 of 4 09/29/2011 25B-17 44. For any operating system environment in which Licensee runs instances of the Concurrent Use License management software, Licensee may run up to the same number of passive failover instances of the Concurrent Use License management software in a separate operating system environment for temporary failover support. 45. Data licensed with Esri Business Analyst and Esri Business Analyst Server is restricted for use only in conjunction with the respective Business Analyst extension. 46. Licensee should not follow any route suggestions that appear to be hazardous, unsafe, or illegal. Licensee assumes all risk of using this navigation Software. 47. Licensee may develop and distribute software or web applications that use the Esri File Geodatabase API to Licensee's end users. 48. Licensee may include reports and maps created from the Software or Data in hard-copy or read-only format for presentation packages or marketing studies for subsidiaries and customers. The total content of the Esri reports and maps must be less than twenty percent (20%) of Licensee's total content of the presentation package or marketing study. Full, complete, stand-alone reports or maps created from the Software or Data and not part of a presentation package or marketing study cannot be resold, sublicensed, or otherwise transferred without prior written permission of Esri. Licensee's third-party customer may only receive reports and maps generated by Licensee and may only use the maps and reports received from Licensee for internal purposes. In no case shall Licensee redistribute the Data in digital formats. 49. Esri Maplt Silverlight Web or WPF applications may not be deployed independent of Licensee's MapIt deployment configuration. 50. Licensee has the right to one (1) desktop deployment of Spatial Data Assistant for each Esri Maplt server license. 51. Esri Business Analyst Server Developer and Data may only be installed on one (1) server per license solely for the purposes of research, development, testing, and demonstration of a prototype application. 52. Source code is the intellectual property of Esri. Licensee shall treat any source code file identified as "Software" in a README file or at http://www.esri.com/legal/ as a trade secret for Licensee's own internal use only and not for further redistribution or access by unlicensed third parties. Licensee shall not modify the Software, Documentation, Data, or source code to incorporate, embed, link, or otherwise include any code, libraries, or data licensed or distributed under an open source licensing or distribution models similar to Free Software Foundation's GNU General Public License (GPL) or GPL-compliant licenses, including. without limitation, the Artistic License (e.g., Perl), the Mozilla Public License, the Netscape Public License, and the Sun Community or Industry Standards License, that could require a user to make its proprietary source code available to a requesting third party. 53. Reserved. 54. ArcGIS Mobile is licensed for use with ArcGIS Server Advanced (Enterprise or Workgroup) and ArcGIS Desktop (Arclnfo, ArcEditor, ArcView, and ArcGIS Engine applications). 55. Licensee may develop software or web applications that use the Business Analyst Online AP[ to access, query, create, display, and redistribute Reports and resulting static, electronic maps to end user(s) of Licensee's software or web applications. End user(s) of Licensee's software or web applications may use the Reports and maps for internal purposes only and not for further redistribution. "Report" means any formatted output created by the Business Analyst Online API, which includes PDF, CSV, Excel, HTML, and XML formats. Licensee shall not redistribute any Data in vector formats. 56. For Reports or maps displayed or posted to an external website, or Reports or maps created for Licensee's end user(s), Licensee shall affix an attribution notice to Licensee's online and/or hard-copy output that acknowledges Esri's and its third-party data supplier's intellectual property. These notices are found in the PDF or export image format of each individual Report or image, or as follows: "Source [Esri, Supplier]" or Copyright © [year(s)] [Esri, Supplier]. All rights reserved." 57. Licensee may only display or post any combination of 100 Business Analyst Online or Community Analyst Reports and maps on its external websites. 58. Licensee shall order a separate Business Analyst Online or Community Analyst subscription for each person who uses Business Analyst Online or Community Analyst and shall provide output from the Business Analyst Online or Community Analyst subscription only to the e-mail of the individual subscriber. 59. Licensee may develop an unlimited number of applications on a single computer and deliver the applications to end users with or without the ArcGIS Runtime Software up to the number of deployment licenses that have been purchased. 60. (a) ArcGIS Runtime licenses shall not be used for Internet and server development and deployment; (b) an end user must purchase a software application that includes an ArcGIS Runtime license to obtain the right to run an ArcGIS Runtime application on one (1) computer. A single user may have multiple ArcGIS Runtime licensed applications installed on one (1) computer that utilize a single ArcGIS Runtime. 61. Oracle is a third-party beneficiary of Esri's rights under the Esri License Agreement with respect to the Software but is not a party hereto and assumes no obligations hereunder. 62. Esri and its Licensors reserve the right to conduct an audit of Licensee's use of the Software. Licensee will provide reasonable assistance and access to information regarding Licensee's use of the Software. Audit results may be reported to Esri's Licensors. Fees for over-deployment or excess usage are payable within thirty (30) days of the invoice date. 63. Licensee may not publish the results of benchmark tests run on the Software without the prior written permission of Esri and its Licensors. E300 Page 4 of 4 09/29/2011 25B-18 Aam. esri- ArcGIS Training Proposal City of Santa Ana A good GIS staff is an invaluable tool for a manager. Money can buy more hardware and software, but even money cannot create the motivation and enthusiasm essential to a successful staff and a successful GIS implementation. It takes people to build, manage and maintain a GIS, so part of planning for a GIS is making sure you will have enough staff with the appropriate skills and training. - R. Tomlinson, Thinking About GIS This ArcGIS Training Proposal for the City of Santa addresses their initial need to ensure that the GIS staff, city planners, and city engineers have the ArcGIS Desktop 10 skills needed. In addition, the future need for ArcGIS Server knowledge for the GIS staff is addressed. The following recommendations are made with the understanding that: - One member of the GIS staff has GIS knowledge but is fairly new to ArcGIS Desktop 10 - Engineers and planners also have GIS knowledge but have no experience with ArcGIS Desktop Recommended Training In the three-day, instructor-led ArcGIS Desktop 11: Tools and Functionality course, students learn how to use ArcGIS Desktop 10 to visualize, create, manage, and analyze geographic data. By the end of the course, students understand the range of ArcGIS Desktop functionality and are prepared to work with the software on their own to create GIS maps, work with geographic data, and perform GIS analysis. After completing this course, students will be able to: • Create a file geodatabase to store and manage geographic data • Create and edit geographic data to accurately represent real-world objects • Explore geographic data in ArcMap • Classify, symbolize, and label map features to improve map visualization and interpretation • Create data by geocoding addresses • Query and analyze GIS data to support decision making • Create maps to share with others The City of Santa Ana planners and engineers (who are new to ArcGIS Desktop 10) should complete the free, online course, Getting Started with GIS (for ArcGIS 10) to prepare for the Desktop 11 class. This free course will provide some hands-on experience with Desktop 10. The ArcGIS Desktop II: Tools and Functionality training can be taken at an Esri Learning Center, or in an online classroom. Cost is $1,515 per person. The upcoming class schedule is here. The Esri classroom location closest to City of Santa Ana is in Redlands, CA. Alternatively, training can be purchased by the class. The cost of the three-day Desktop II private class at your site is $13,635 for up to 12 people. This price is includes the instructor, course materials, and classroom setup support. There are no additional charges. If necessary, Esri can provide laptop computers for the students at no additional charge. A two-month lead time is needed to reserve the laptops. Organizations that sign up for a private class may supplement that class with one or more days of client coaching. Coaching provides the opportunity to work with an instructor in an informal setting to revisit the concepts learned in the class and apply them within the organization's unique work environment. This can include demos with local datasets and other customer-driven applications. Client coaching is $4,120 per day for up to 12 people. Coaching is an excellent way to quickly apply new skills to the organization's GIS needs, data, and workflows. City of Santa Ana Page 1 of 2 Copyright © 2012 Esri 25B-19 To gain skills needed to manage ArcGIS Server, two courses are recommended. Introduction to ArcGIS Server, 2 days, $1,010 per person. For anyone needing to understand the functionality available with ArcGIS Server. Learn a workflow to publish maps, imagery, geoprocessing models, and feature templates for use in Web applications that support visualization, analysis, and editing of GIS resources. Schedule is here. After completing this course, students will be able to: • Author and publish dynamic and cached map services • Design and generate a map cache to maximize map service performance • Configure a geoprocessing model and publish it as a geoprocessing service • Publish an image service from a mosaic dataset to visualize change over time • Publish a feature service to enable editing in a Web application • Extend a Web mapping application using sample code and the ArcGIS API for JavaScript ArcGIS Server: Web Administration using the Microsoft .NET Framework, 3 days, $1,515 per person. The course for the system administrator who is responsible for ensuring top performance of ArcGIS Server. Course covers recommended workflows for managing GIS services, applications, data, users, and servers. Techniques and best practices to ensure system performance, security, and reliability are emphasized. Schedule is here. After completing this course, students will be able to: • Apply best practices to install and configure a scalable ArcGIS Server system • Manage access and permissions for GIS services and resources • Create an ArcGIS Server search service to efficiently locate and access GIS resources • Configure and build a map cache to optimize performance • Tune services and the GIS server for optimal performance • Configure ArcSDE to support Web editing via feature services and versioned data replication via geodata services • Implement security for Web applications and services Prepared by: Carol Dargatz Esri Training Specialist (360) 754-4727 ext. 8930 cdargatz@esri.com. City of Santa Ana Page 2 of 2 Copyright © 2012 Esri 25B-20 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: APRIL 16, 2012 TITLE: AGREEMENT WITH SIGNATURE TECHNOLOGY GROUP, INC. FOR DATA CENTER MAINTENANCE & SUPPORT SERVICES CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ? As Recommended ? As Amended ? Ordinance on 1s1Reading ? Ordinance on 2"d Reading ? Implementing Resolution ? Set Public Hearing For_ CONTINUED TO FILE NUMBER Authorize the City Manager and the Clerk of the Council to execute an agreement with Signature Technology Group, Inc. (STG), for data center maintenance & support services for a three-year period with an option for two one-year renewals in an amount not to exceed $75,000 per year. DISCUSSION System maintenance and support services for the City Data Center and the Police Data Center are needed to provide repair maintenance and support on server class computers, tape libraries, storage devices and other related equipment. The server computer equipment in the Santa Ana Police Department Data Center runs all Police Department computerized systems including: computer aided dispatch, records management, jail management, crime scene investigation, special analysis, etc. The City Data Center hosts the City's financial management system, payroll system, utility billing system, business tax system, Santa Ana Property Information (SAPIN) system, the City web site, City electronic mail system, and many departmental systems for City Agencies. Over 160 physical computer servers operate in the two data centers. A Request for Proposal (RFP) for "Data Center Maintenance and Support Services" was issued in October 2011 and advertised on the City's web site. Ten firms were proactively sent the RFP. A total of ten proposal responses were received and evaluated by a team of specialists from the Information Services Division. Three of the received proposals were judged not responsive due to lack of support for the service level specified by the City or lack of support for a significant portion of the equipment for which the City seeks maintenance. 25C-1 Agreement For Data Center Maintenance & Support Services April 16, 2012 Page 2 The evaluation team assessed each proposal based on four criteria.Points were assigned to each Vendor's proposal based on several categories of requirements defined in the RFP. The following table shows evaluation criteria and maximum points for each assessment category: Evaluation Criteria Possible Points Qualifications to provide required services 20 References 30 Service Strategy to provide required services 20 Pricing 30 Total 100 Below is a summary of the assessment points rated for each of the seven responsive vendor proposals: Vendor Evaluation Points Signature Technology Group 92.4 - Systems Maintenance Services 78.0 - S no tek 65.1 SSCS 55.5 ATLANTIC TECH SERVICES 49.9 The Jasper Group 43.8 Guardian Computer Support 41.9 Based upon this, the evaluation team's assessment is that Signature Technology Group (STG), Inc. is the best qualified to provide maintenance and support for the computer equipment in the City Data Center and the SAPD Data Center and recommends that Signature Technology Group, Inc. be awarded an agreement with an initial term of three years with the option for the City to continue the agreement for two one-year periods. Under terms of the agreement the City may effectively end the agreement without penalty at any time with 30-day written notice. In addition to Signature Technology Group's top scoring technical qualifications, strongreference recommendations and customer driven service strategy, STG's cost proposal contained unique service commitments. First, STG will provide monetary rebates if it fails to meet service levels terms for on-site response time, for the maximum elapsed time for returning equipment to full service, or for continued periods of equipment outages beyond the service agreement. And second, no additional cost for premium maintenance service for critical equipment down support. This means that without consideration of a lesser contract service level if the City declares a critical equipment outage, STG will respond with their fastest response and premium support without further charge to the City.The commitment to contract service levels by the recommended maintenance vendor is vital to sustaining the City's computer operations under the Information Service Division's aggressive cost savings strategy of operating server-class computers for two to three years beyond the industry standard which is the manufacturer's three-year end-of-life for 25C-2 Agreement For Data Center Maintenance & Support Services April 16, 2012 Page 3 server equipment. This successful cost saving strategy can only be effective if the vendor for data center maintenance and support can provide needed parts and service in a highly responsive manner. The evaluation team strong believes Signature Technology Group is uniquely qualified to support the City's data centers and presents the best value for the needs of the City. FISCAL IMPACT Funds are budgeted and are available in the contractual services account of the Technology Plan -Maintenance & Support Internal Service Fund(10910147-62300). APPROVED AS TO FUNDS ANDACCOUNTS: Paul Walters Chief of Police Police Department Exhibit:1.Agreement Francisco Gutierrez Executive Director Finance/Management Services Agency 25C-3 25C-4 AGREEMENT BETWEEN THE CITY OF SANTA ANA AND SIGNATURE TECHNOLOGY GROUP, INC. THIS AGREEMENT (said Agreement), made and entered into this 10h day of April, 2012 by and between Signature Technology Group, Inc. (hereinafter "Vendor" or "STG"), 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"). These entities are hereinafter sometimes jointly referred to as "PARTIES" and individually as "PARTY". RECITALS A. The City makes extensive use of its computing environment to support key business operations in every City Agency and Department. B. Key computer-based services such as electronic mail, Internet access, secure data storage, as well as computer applications such as payroll, SAPIN etc. operate on server-class computers in the City and Police Computer Centers. C. Due to the critical nature of these services and applications to the daily operation of the City, the City desires to retain a vendor having special skill and knowledge in the field of maintenance of "server-class" computers and related equipment. Further, City desires to retain a vendor that will provide hardware maintenance service to the City for "24 hours per day, 7 days a week". D. Vendor represents that Vendor is able and willing to provide the services to the City, which are set forth in the Exhibits attached hereto and listed in Section I.A. below. E. In undertaking the performance of this Agreement, Vendor represents that it is knowledgeable in its field and that any services performed by Vendor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional maintenance services firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES a. Vendor shall perform those services as set forth in Exhibit A "Request for Proposal - Data Center Maintenance and Support Services for City of Santa Ana California" (hereafter "RFP"), dated October 24, 2011, and in Exhibit B "Response to RFP # IS-506 Data Center Maintenance and Support Services for the City of Santa Ana," dated November 15, 201 Ito this Agreement. b. The City reserves the right to seek services outside the terms and conditions of this contract regarding the maintenance and support of data center equipment and systems. c. Documents To Be Construed Together. All documents ("Exhibits") referred to in the Agreement, and the Agreement to be entered into between Vendor and the City, and all modifications of said Exhibits, shall be construed together as one document. In the event of a conflict among the documents, the provision of this Agreement takes precedence, followed by the provisions of the Proposal, then the RFP. However, the following terms supersede any conflicting items in Exhibits A and/or B. 25C-5 Exhibit 1 (1) STG may provide service under this agreement by using a subcontractor, which subcontractor will have been thoroughly vetted and will be closely supervised by STG. STG shall use only highly professional service technicians who have passed the certification tests available from HP on the equipment at the City's datacenters. The relationship under this agreement will be exclusively with STG and the City and any use of subcontractors by STG will be seamless to STG's delivery of services under this agreement. (2) The City will make available an on-site storage cabinet where STG can store replacement parts. (3) For the purposes of this agreement, Next Business Day (NBD) support is defined as follows: For any call for service received by STG by 5:OOPM Pacific Time on a City Business Day which cannot be resolved by phone, the vendor will dispatch a technician and parts to be onsite the next City Business Day [i.e. 9AM to 5PM, Monday through Friday excluding City designated holidays]. There is no on-site arrival time requirement, but the equipment must be returned to service by 5:OOPM Pacific Time the same day that the technician reports to the City site. Initial phone response/support and escalation procedures and timelines will be the same as the 6 hour call to repair service proposed. During each calendar year of support, the City will accept up to two (2) service calls that result in the equipment not being repaired on the next City Business Day without penalizing STG in any way, however, the equipment shall be repaired by noon Pacific Time on the following City Business Day or STG will not be in compliance with the NBD Service Level Agreement. Calls for support that qualify as Sevl or Sev2 situations will receive responses and repair attention in accordance with the definitions shown below. (4) For the purposes of the agreement, definitions of criticality of service calls for support are as follows: [a] A Sev 1 call is defined as - production system down, no work around available, significant customer production impact. If all of those conditions exist, then STG will resolve the problem as quickly as possible regardless of the Service Level Agreement (SLA) of the device. For 6-hour return to service, the City will see a STG technician on-site much sooner than the 3-hour requirement and the system fixed much faster than the 6-hour contractual obligation. For a device that is listed as being covered under NBD support, the City will receive immediate same day response. And, if necessary, a STG technician will come on-site to the City within a few hours even it is after hours, on the weekend or holidays. Furthermore, STG will have parts couriered to the City site if they are not already available locally. This SevI support is delivered at no additional cost to the City as part of the service that STG provides to insure maximum uptime for the City systems and minimal production impact of failed IT equipment. [b] A Sev2 call is defined as - production system down, inconvenient work around available, visible customer production impact. If all of those conditions exist, then STG will resolve the problem as quickly as it can regardless of the Service Level Agreement (SLA) associated with the City's device. For 6-hour return to service, the City will see a STG technician on-site sooner than the 3-hour requirement and the system fixed faster than the 6-hour contractual obligation. For a device that is listed as being covered under NBD support, STG will have a technician come on-site to the City as soon as possible including evenings, weekends and holidays if necessary. STG will overnight parts to the City for Saturday or holiday delivery to resolve the issue if the parts are not already available locally. [c] The City shall designate the severity of each call for service and STG will respond accordingly.STG will not allow any system, covered under this Agreement, that is hard down (Sev 1 or Sev2) to remain un-restored for any prolonged amount of time regardless of its service level coverage (e.g. NBD support level) or when the breakdown occurred (e.g. late on a Friday night or over a weekend that includes a holiday). City of Santa Ana Page 2 of 8 25C-6 Exhibit 1 (5) STG shall comply with the definitions and specific terms for monetary performance penalties for STG's failure to provide services in accordance with this agreement as provided in Exhibit D, "Required Performance Standards and Penalties for Non-Performance." 2. COMPENSATION a. City agrees to pay, and Vendor agrees to accept as total payment for its services, the rates and charges identified in Exhibit C, attached hereto and incorporated by this reference. The total sum to be expended under this Agreement shall not exceed $75,000 annually during the term of this Agreement for the services and equipment identified Exhibit A. The City may add or remove equipment and/or services contained herein, depending upon the City's need, with 15 days prior written notice provide by letter, fax or email. b. City will continue to contact the City's warranty service provider as long as the equipment is under warranty. During that warranty coverage period, STG will not charge for any support. Starting the day after the City's warranty period expires, STG will, unless previously informed by the City, start support services and billing for support services in accordance with the terms of this agreement. STG will prorate any first partial month of support to only charge for exactly the number of days that STG will be responsible for the City hardware maintenance under this agreement. c. The Vendor will provide the City with a monthly accounting of the services provided under this Agreement which may take the form of a statement or invoice showing an itemization of the covered equipment and total of the services provided in the reporting month. Payment by City shall be made within thirty (30) days following receipt of proper invoice listing covered equipment, 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. d. Invoices shall be mailed to: City of Santa Ana Attn: Lynda Kelly Information Services, M-12 P.O. Box 1988 Santa Ana, CA 92702-1988 3. TERM This Agreement shall commence on May 1, 2012 and terminate on April 30, 2015, unless terminated earlier in accordance with Section 15, below. The City shall retain an option to extend the terms and conditions of this Agreement for up to two additional one-year periods. 4. INDEPENDENT CONTRACTOR Vendor 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 Vendor performs the services which are the subject matter of this Agreement; however, the services to be provided by Vendor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Vendor 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 for its employees. City of Santa Ana Page 3 of 8 25C-7 Exhibit 1 5. INSURANCE Prior to undertaking performance of work under this Agreement, Vendor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Vendor 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 Vendor'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. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non- owned automobiles. c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Vendor, if Vendor 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, Vendor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. section: The following requirements apply to the insurance to be provided by Vendor pursuant to this (i) Vendor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. e. If Vendor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not effect Vendor's right to be paid for its time and materials expended prior to notification of termination. Vendor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 6. INDEMNIFICATION Vendor agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, Vendors, 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 City of Santa Ana Page 4 of 8 25C-8 Exhibit 1 Vendor 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. 7. CONFIDENTIALITY If Vendor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Vendor 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 Vendor disclosed in a publicly available source; (c) is in rightful possession of the Vendor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Vendor without reference to information disclosed by the City. 8. CONFLICT OF INTEREST CLAUSE Vendor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 9. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section 9., 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 telefacsimile (714) 647-6956 With courtesy copies to: Finance and Management Services Agency Manager of Information Services City of Santa Ana 20 Civic Center Plaza (M-12) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714-647-5406 City of Santa Ana Page 5 of 8 25C-9 Exhibit 1 and City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702-1988 Fax 714-647-6515 To Vendor: Signature Technology Group, Inc. 1344 Hidden Ranch Drive Simi Valley, California 93063 Fax 602-470-1112 A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Vendor, 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 Vendor. 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 Vendor nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Vendor, neither party may assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed, and any such assignment, transfer, delegation or subcontract without the party'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 vendors retained by City. 12. DISCRIMINATION Vendor 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. Vendor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. City of Santa Ana Page 6 of 8 25C-10 Exhibit 1 13. 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. The Parties agree that venue shall be located in Orange County, California. 14. PROFESSIONAL LICENSES Vendor 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. Vendor shall notify the City in a timely manner 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. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Vendor shall be entitled to receive and the City shall pay Vendor compensation for all services performed by Vendor 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 Vendor to deliver to the City all work products completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Vendor 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. 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. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. City of Santa Ana Page 7 of 8 25C-11 Exhibit 1 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: Joseph Straka Interim City Attorney Bv: Laura Sheedy Assistant City Attorney RECOMMENDED FOR APPROVAL: Francisco Gutierrez, Executive Director Finance & Management Services Agency CITY OF SANTA ANA Paul Walters Interim City Manager SIGNATURE TECHNOLOGY GROUP, INC. VENDOR tsignaturel Name: Title: Tax ID# City of Santa Ana Page 8 of 8 25C-12 Exhibit 1 Request for Proposal Data Center Maintenance and Support Services for City Of Santa Ana California RFP # IS-506 October 2011 issued: October 24, 2011 deadline: 4 p.m. November 17, 2011 25C-13 Exhibit A Key Request for Proposal (RFP) Dates Issue Date: Proposers Conference (see section 3.0 for details) Submission to City Council October 24, 2011 November 02, 2011 January, 2012 City of Santa Ana 25C-14 Page 2 of 39 Exhibit A Selection Notification: January, 2012 Table of Contents 1. GENERAL BACKGROUND AND OBJECTIVE ................................ 1.1 Definitions ....................................................................................... 1.2 Objective ......................................................................................... 1.3 Overview of City Data Center Hardware ........................................ 2. SERVICE-RELATED TERMS AND CONDITIONS ....................... 2.1 Essential Requirements .................................................................. 2.2 Vendor's Service Strategy .............................................................. 2.3 Pricing ............................................................................................. 3. PROPOSERS CONFERENCE ..................................................... 4. INSTRUCTIONS TO PROPOSERS ............................................. 4.1 Requesting a Copy of the RFP ....................................................... 4.2 Where and When to Submit Proposals .......................................... 4.3 Questions Regarding this Request for Proposal (RFP) ................. 5. CONTENTS OF AND INSTRUCTIONS TO PROPOSERS .......... 5.1 Section 1. Transmittal Letter/email ................................................ 5.2 Section 2. Proposal Response Form ............................................. 5.3 Section 2a. Pricing Form ............................................................... 6. PROPOSAL EVALUATION & SELECTION PROCESS ............... 7. TERMS AND CONDITIONS OF SPECIAL NOTE ........................ 7.1 Documents to be Construed Together .......................................... 7.2 Errors & Omissions ........................................................................ 7.3 Insurance ....................................................................................... 7.4 Invoices .......................................................................................... 7.5 Parking ........................................................................................... 7.6 Prices ............................................................................................. 7.7 Proof of Authority ........................................................................... 7.8 Reserved Right .............................................................................. 7.9 Taxes ............................................................................................. 7.10 Term of Agreement ........................................................................ 7.11 Withdrawal of Proposal .................................................................. TABLES Table A Summary of City of Santa Ana Data Center Hardware .... Table B Service Levels for City Data Center Equipment ............... Table C Evaluation Criteria ............................................................ APPENDICES Appendix A ... Proposal Response Form ................................................. Appendix B ... Sample Agreement ........................................................... Appendix C ... Sample Insurance Forms .................................................. City of Santa Ana 25C-15 .......... 4 ......... 4 .......... 5 .......... 5 ......... 6 .......... 6 .......... 8 .......... 9 ....... 10 ....... 10 ........ 10 ........10 ........ 12 ....... 12 ........ 12 ........ 12 ........ 12 ....... 13 ....... 14 ........ 14 ........ 14 ........14 ........15 ........16 ........ 16 ........ 16 ........ 16 ........ 16 ........ 16 ........ 16 .5 .8 13 18 30 37 Page 3 of 39 Exhibit A 1. GENERAL BACKGROUND AND OBJECTIVE 1.1 DEFINITIONS The following words as used in this Request for Proposal (RFP) shall be understood to refer respectively to: Word in RFP Definition "Agreement" The legal contract entered into between the City and selected Vendor to provide the products, to perform the services, and to provide the maintenance support under terms and conditions in this RFP, the selected Vendor's proposal and the mutually signed legal contract. "City" The City of Santa Ana, California "Close-out" Close-out is the event in which the City Data Center Staff accepts and approves the Vendor's response to the City's request for service and marks the end of service needs for the specific incident. "Condition of The acceptable condition of a system for which service has been System at Close requested after a predefined elapsed time period and after the Out" Vendor's service/repairs are deemed by the City successfully completed. "Contractor" Means the same and is used interchangeably with the term "Vendor." "Data Center Staff" The City of Santa Ana data center support team who may initiate and close-out a request for service under the terms of this Agreement. "Department" The several City departments and agencies therein. "Firm" Means the same and is used interchangeable with the term "Vendor". "Maximum The elapsed time from the moment City contacts the Vendor by either Response" phone or email requesting support to the instance when the Vendor's support staff reports on-site at the City data center. "OEM" Original Equipment Manufacturer. "Proposer" The person, firm or corporation who is responding to this request for proposal. "Return-to-Service The elapsed time from opening of service request to time City closes Time" request. "RFP" Request for Proposal which refers to this document. "SLA" Service Level Agreement is the set of quantified values and descriptors which measure the quality and speed of the Vendor's response to services identified under this Agreement "Vendor" The agreement is made by said City with the agent or legal representative who may be appointed to represent such person, firm or corporation in the signing and performance of said agreement. City of Santa Ana Page 4 of 39 25C-16 Exhibit A 1.2 OBJECTIVE The City of Santa Ana is seeking data center maintenance support for server-class computers, tape drives and console gear. This support would cover existing legacy equipment and possible new purchases of equipment. Services would be performed in the City's data centers in Santa Ana City Hall and the Santa Ana Police Department Building. Other sites may be added at anytime but would be within the geographical limits of the City. 1.3 OVERVIEW OF CITY DATA CENTER HARDWARE The City of Santa Ana operates two data centers: (a) the City Hall data center and (b) the Santa Ana Police Department data center. A summary of the pertinent hardware in these data centers is listed in Table A. Table A. Summary of City of Santa Ana Data Center Hardware Model Description Quantity PE2950 Dell Powered e 6 TQ810LL/A Promise V-Trak E-Class 6 TQ812LL/A Promise V-Trak J-Class 6 ZOE7 Apple Controller 2 403321-B21 Blades stem c7000 Enclosure 2 447707-B21 ProLiant BL460cG1 8 404707-B21 ProLiant BL480cG1 2 308724-001 Proliant DL360G3 1 367007-405 Proliant DL360G4 1 382147-405 Proliant DL360G4 2 389831-405 Proliant DL360G4 7 399524-B21 Proliant DL360G5 6 435944-001 Proliant DL360G5 4 457924-001 Proliant DL360G5 2 459960-005 Proliant DL360G5 2 490666-001 Proliant DL360G5 2 484184-B21 Proliant DL360G6 1 301111-001 Proliant DL380G3 6 333704-001 Proliant DL380G3 1 333705-001 Proliant DL380G3 1 349201-001 Proliant DL380G3 8 371293-405 Proliant DL380G4 5 383891-405 Proliant DL380G4 7 391835-B21 Proliant DL380G5 9 433524-001 Proliant DL380G5 2 433525-001 Proliant DL380G5 1 459584-005 Proliant DL380G5 2 AG771A Proliant DL380G5 4 494329-B21 Proliant DL380G6 11 201203-001 Proliant DL580G2 1 202176-001 Proliant DL580G2 2 325134-001 Proliant DL580G2 1 City of Santa Ana Page 5 of 39 25C-17 Exhibit A 262586-621 IP KVM 3x1x16 10 AF602A IP KVM 4x1x16 1 P4639AV Netserver LP2000r 1 J1470A Rack mount Flip-up KBD/Monitor 4 221546-001 Rack mount Flip-up KBD/Monitor TFT5600 4 AG052A Rack mount Flip-up KBD/Monitor TFT7600 2 AJ926A Stora eWorks 20121 Modular Smart Array 2 AJ750A Stora eWorks 20121 Modular Smart Array 1 302970-1321 Stora eworks MSA30 4 364430-1321 Stora eworks MSA50 4 418800-B21 Stora eworks MSA70 4 AG117A Stora eworks MSL2024 1 AJ037A Stora eworks MSL4048 4 190211-001 Stora eworks 4354R 7 C9529CB Surestore Tape Library 2/40 LVDS Ultrium 1 2. SERVICE-RELATED TERMS AND CONDITIONS 2.1 Essential Requirements In any agreement resulting from this Request for Proposal (RFP), the City considers the following requirements to be essential. Should the prospective vendor have an alternative perspective, the Vendor should provide an explanation in their proposal along with the specifics of the Vendor's alternative option/s. 2.1.1 Equipment covered 2.1.1.1 The Vendor must disclose in its proposal any model of equipment identified by the City as part of its current inventory for which it will not provide the full range of services included in this RFP and/or would terminate all or part of service prior to end of the term of the agreement. 2.1.1.2 The City may add and/or remove equipment from the coverage of the agreement with 15 days prior written notice (i.e. letter, fax, or email). 2.1.2 Break-Fix 2.1.2.1 Simply put, if something covered under the agreement breaks, the City expects the Vendor to return it to at least manufacturer's original equipment specifications within the time frame defined in the agreement. 2.1.3 Support Services 2.1.3.1 Help desk phone support must be available 24x7x365 and not have a wait time over 15 minutes to speak to a support engineer. 2.1.3.2 Help desk assistance for the City's efforts in self-help. This consists of advice on new configurations, new hardware configurations and troubleshooting issues while waiting for an onsite engineer to arrive. 2.1.4 Service Requests 2.1.4.1 The City must be able to initiate a request for support 24x7x365. City of Santa Ana Page 6 of 39 25C-18 Exhibit A 2.1.4.2 Service requests can be submitted to the vendor via toll-free phone number and via web. 2.1.4.3 The City shall assign the level of severity to each service request. 2.1.4.4 The City shall determine when a service call has reached Close-Out. Only at this time can the ticket be deemed completed. 2.1.5 Staffing 2.1.5.1 Vendor's staff to work on the City site must be able to pass a Santa Ana Police Department (SAPD) background check. 2.1.5.2 The City reserves the right to not accept or to have a service staffer removed for any reason. 2.1.6 Parts 2.1.6.1 All parts must be new and built to original equipment specifications. Any exceptions require prior written approval from the City. 2.1.6.2 If it is the Proposer's intention to use remanufactured or recertified parts as part of their maintenance and service for City equipment, the Proposer must identify that parts replacement approach in their proposal. 2.1.6.3 Upon request, the City will make available to the Vendor on-site storage space for some Vendor spare parts storage. If a Proposer is interested in this option, they need to provide an explanation of how inventory control would be handled for on-site stored spare parts. 2.1.7 Invoicing [note: special interest item for proposal evaluation] 2.1.7.1 The Vendor must provide the City with a monthly invoice detailing specific services by specific equipment provided by the Vendor and for which the Vendor seeks payment under the terms of the agreement. 2.1.7.2 The format and details of the invoice will be agreed upon before any billable services can begin. 2.1.8 Sub-contracting 2.1.8.1 The Vendor may not subcontract any part of the services under this agreement or use non-employees to perform those services without the prior expressed written approval of the City. 2.1.9 Service Level 2.1.9.1 Proposers are asked to respond on their ability to meet the identified service level and to provide separate pricing for each model of Data Center equipment for which the City seeks maintenance and support (see Table B). City of Santa Ana Page 7 of 39 25C-19 Exhibit A Table B. Service Levels for Citv Data Center Equipment Maximum Maximum Return- Condition of Condition of System at Close Out Phone Onsite To- System at Response Response Service Intermediate Period Time Time Time of Time 15 3 6 not applicable System restored to full functionality. minutes hours hours No work-arounds or temporary parts allowed without prior City authorization. 2.2 Vendor's Service Strategy Rather than dictate all the terms of the services, the City would like to take advantage of the considerable experience and expertise of the proposing Vendors. The City is looking for the Vendor to offer and describe the methods, processes and service levels that they would propose as appropriate for maintaining the equipment in the City data centers. The City seeks to understand the Vendor's service strategy in the following areas and has included questions of interest. Prospective vendors are encouraged to explain other aspects of their service strategy that they feel differentiate their ability to provide quality and timely maintenance services to the City. 2.2.1 Service Request Procedures 2.2.1.1 How would the City initiate a request for service? 2.2.1.2 How would a service request be closed out? 2.2.2 Help Desk [note: special interest item for proposal evaluation] 2.2.2.1 Explain the Vendor's help desk service strategy. 2.2.2.2 Does the help desk staff do more than take customer requests for service? If so, explain. 2.2.2.3 What is the expected wait time during regular business hours and after hours? 2.2.2.4 Where is the help desk physically located? 2.2.2.5 What is the knowledge level of the help desk staff? 2.2.2.6 Do the help desk staff have technical certifications? If so, explain. 2.2.2.7 Does the help desk staff have access to HP bug logs, problem fix records and technical documents? 2.2.2.8 Does the help desk staff have the experience to engage in interactive troubleshooting of complex events with the City's technical staff? If so, is this a regular part of the Vendor's help desk service? 2.2.2.9 How would the Proposer compare their help desk service to that of HP's Contract Support? 2.2.3 Escalation Procedures 2.2.3.1 What are the procedures for regular business hours and after-hours escalation? 2.2.3.2 What level of Vendor's management are involved in escalations and how? City of Santa Ana Page 8 of 39 25C-20 Exhibit A 2.2.4 Parts availability 2.2.4.1 How would parts availability be measured? 2.2.4.2 How available would parts be? 2.2.4.3 What if a part is not readily available? 2.2.5 Staffing 2.2.5.1 Is a primary responder designated? 2.2.5.2 How many staff and with what skills would be assigned to provide services to the City? 2.2.5.3 How would the competence of the Vendor's staff be established? 2.2.5.4 What skills will be provided? 2.2.5.5 What would be the availability of on-site engineers and help desk engineers? 2.2.5.6 How would the service staff be trained and certified on existing equipment and any new equipment? 2.2.5.7 How long will it take for the service staff to reach full competence on new equipment? 2.2.5.8 What type of oversight and quality control is provided to field staff and help desk staff? 2.2.6 Service Level Agreement 2.2.6.1 Is there a system of severity levels used to triage support requests? 2.2.6.2 Commitment to SLA reflected by Vendor's willingness to pay refunds for missing service levels. 2.3 Pricing 2.3.1 Multi-Year Discount. The City seeks pricing for an initial agreement term of three [3] years. Proposers must provide pricing which is fixed by specific model of equipment for this initial term. 2.3.2 Customer Loyalty Discount. The City seeks pricing for each of two optional additional one-year terms. 2.3.3 The Proposer is asked to explain the method they will follow to set the price for additional future models of equipment that the City elects to add for covered service but not identified in their original proposal. 2.3.4 Proposals from the Vendor must fully disclose any and all charges that the City would be subject to from the Vendor under an agreement resulting from this proposal. City of Santa Ana Page 9 of 39 25C-21 Exhibit A 3.0 PROPOSERS CONFERENCE 3.1 A non-mandatory proposers conference will be held: Date: November 02, 2011 Time: 10:00 a.m. Location: Santa Ana City Hall City Council Chamber 20 Civic Center Plaza Santa Ana, CA 92701 Directions: http://www.santa-ana.org/ISD/map_to_city_hall.pdf 3.2 The purpose of the conference is to clarify any questions related to the RFP. Any significant changes to the specifications, as a result of the discussions at the pre-proposal conference, will be communicated to all companies that have received the proposal package from the City. Attendance at the pre-proposal conference is not mandatory but is recommended. 4.0 INSTRUCTIONS TO PROPOSERS 4.1 Requesting a Copy of the RFP Copies of this RFP may be requested from: • By mail: City of Santa Ana Information Services (M-12) P.O. Box 1988 20 Civic Center Plaza Santa Ana, CA 92702 • By phone: 714-647-5471 • By Fax: 714-647-5406 (Caution: do not submit proposals via fax) • By email: datacentermaintenance@santa-ana.org 4.2 Where and When to Submit Proposals Proposals shall be prepared and submitted in accordance with the requirements set forth in the RFP. City of Santa Ana Page 10 of 39 25C-22 ExhibitA Proposals must be received by the Information Services Division, regardless of delivery method, on or before: 17 November, 20110 4:00 p.m. • Hard Copy Delivery: The Proposer will submit an original and two copies (total of three) of its proposal in a package bearing the firm's name and address and clearly marked as follows: Proposal to Provide Data Center Maintenance and Support Services for the City of Santa Ana if walked in: if mailed: City of Santa Ana City of Santa Ana Information Services Information Services, M-12 Room B-22 P.O. Box 1988 Basement City Hall Santa Ana, CA 92702 20 Civic Center Plaza Santa Ana, CA 92701 Directions: http://www.santa-ana.org/ISD/map_to_city_hall.pdf • Electronic Mail (email) Delivery: The Proposer may transmit its proposal via email to: datacentermaintenance(a?santa-ana.org Subject: Proposal for Data Center Maintenance and Support Services Be sure to attach any additional material, documents, etc. to be considered. • Facsimile transmission (FAX) delivery is not acceptable. Please note that this is not a bid and therefore there is no formal "bid opening." This is a proposal and as such, the City's proposal procedures apply. City of Santa Ana Page 11 of 39 25C_23 ExhibitA 4.3 Questions Regarding this Request for Proposal (RFP) Requests for information, technical questions, questions regarding this RFP or the process may be directed to: Tom Gergen Manager of Information Services Information Services Division phone: 714-647-6958 email: tgergen@santa-ana.org Address: City of Santa Ana Information Services (M-12) P.O. Box 1988 20 Civic Center Plaza Santa Ana, CA 92702 Attn: Tom Gergen Questions regarding this Request for Proposal should be directed only to the person designated above. Do not contact any other City employee or official regarding this RFP 5.0 CONTENTS OF PROPOSAL Proposals submitted in response to this RFP will consist of the following Sections: Section # Proposal Parts 1. A transmittal letter [optional] 2. A proposal response form 3. A price proposal form Each of the substantive components is discussed in more detail below. 5.1 Section 1. Transmittal Letterlemail [optional] May contain any introductory information at the Proposers discretion. 5.2 Section 2. Proposal Response Form A Proposal Response Form for the service proposal has been provided in Appendix A. Proposers must complete this provided form or submit a separate response which addresses each and every item on the form. This proposal is intended to provide the City with an understanding of the Proposer's qualifications and ability to provide the specific services and support sought by the City (see Section 2). 5.3 Section 2a. Pricing Form A Pricing Form for the Proposer's price proposal has been provided as Appendix A, Section 2a. Pricing Form. City of Santa Ana Page 12 of 39 25C_24 Exhibit A This price proposal is intended to identify for the City every charge associated with providing the services, products and operational system sought by the City and additional efforts offered by the Proposer. The City considers clarity in explanation/description of cost items to be critically important. 6.0 PROPOSAL EVALUATION & SELECTION PROCESS To assess qualifications in providing the services sought by the City, every Proposer must complete and submit the Proposal Response Form and a Price Proposal Form (Appendix A) or submit a separate response which addresses each item cited in Appendix A for which they are proposing. Step 1. The City's procurement process is based upon open competition through a defined evaluation and selection process. There are required inputs and deadlines to which there are no exceptions. The City will ensure that all Proposers strictly abide by these. It is the Proposer's task to demonstrate its ability to perform the specific services and provide the specific products identified in this RFP. Based on the information provided on the Proposal Response Form (Appendix A), each of the Proposers will be evaluated by a City selection team as to their qualifications and will be assigned a score. Note that proposed price is only one of several criteria. It is not the City's intention to exclude very high bids or to automatically award an agreement to the Proposer of the lowest price for services. The City is attempting to get the best balance of service, value and price. The selection recommendation will be based on the accumulated point score for all criteria. Applicants will be evaluated on the following criteria with possible scoring points: Table C. Evaluation Criteria Criteria Possible Points Qualifications to provide required services 20 including experience/quality of technical service staff, account support staff, & administrative support [key focus: invoicing] References max of three 30 [key focus: client experience with similar type and quantities of equipment under similar service levels complexity] Service Strategy to provide required services 20 including ability and methodology to execute on proposed services Pricing 30 Total 100 City of Santa Ana Page 13 of 39 25C_25 ExhibitA Step 2. An interview by the evaluation team may be required for clarification purposes. However, only the top rated Proposers will be asked to participate in the interview process. Step 3. Based on the evaluation of the City selection team, a recommendation will be made to the City Council to authorize an agreement between the City and the selected Vendor. Notification of selection will occur only after the City Council authorization action. Step 4. After an authorization to proceed by City Council, the City will offer the selected Vendor an agreement to provide the service described in this RFP. A sample agreement can be found in Appendix B. 7.0 TERMS AND CONDITIONS OF SPECIAL NOTE 7.1 Documents to be Construed Together The Request for Proposal and the Agreement to be entered into between the Vendor and the City, and all modifications of said documents, shall be construed together as one document. 7.2 Errors & Omissions Proposer shall not be allowed to take advantage of any errors in or omissions in the Request for Proposal. Full instructions will be given if such error or omission is discovered and timely called to the attention of the City. 7.3 Insurance Proof of insurance is not required to be submitted with the proposal, but will be required prior to the City's award of the contract. Proposers should carefully consider the City insurance requirements and the related documentation. Proposals should be based on full and complete compliance with all parts and directions. 7.3.1 The Vendor will be required to have the following insurance: a. Commercial general liability - $1,000,000 or more covering bodily injury and property damage per occurrence. b. Business Auto including owned, non-owned, and hired vehicles - $1,000,000 or more covering bodily injury and property damage per occurrence. c. Workers' Compensation Coverage for employees, unless the Vendor is a sole proprietor with NO employees. City of Santa Ana Page 14 of 39 25C_26 ExhibitA 7.3.2 The Vendor will be required to provide the following insurance documents that contain specific modifications before any work can commence: a. Complete and provide an Additional Insured Endorsement form. (1) See Appendix C for City's preferred Additional Insured Endorsement form. b. Complete with modifications and provide a Certificate of Insurance form. (1) Include in the "Certificate Holder" block (left bottom corner) the statement: CITY OF SANTA ANA, ITS OFFICERS, AGENTS AND EMPLOYEES P.O. BOX 1988 SANTA ANA, CA 92702 (2) Modify the "Cancellation" block to read: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL E'` DEAVO TO MAIL *30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SN A r 1 !MPOS NO OBLIGATION O I I A B11 iTY OF A ATV KIND UPON T_ HE CQ_ AI D A NY, ITC AGENTS I DI ]i2\I ISIS\D IIID O REPRESENTATIVES (3) See Appendix C for sample of a properly completed Certificate of Liability Insurance form. c. Insurance companies may be California admitted or non-admitted carriers. If non-admitted, they need to be licensed to do business in California and proof may be required. d. Vendors who self-insure Workers' Compensation must submit a copy of their Certificate to Consent to Self-Insure from the State of California and provide third party administration information, if applicable. (1) See Appendix C for sample of a proof of Workers' Compensation Insurance form. 7.4 Invoices Invoices, submitted in duplicate, shall be mailed to: City of Santa Ana Information Services (M-12) P.O. Box 1988 Santa Ana, CA 92702 The Agreement number must appear on all invoices. City of Santa Ana Page 15 of 39 25C_27 ExhibitA The City will pay invoices 30 days after receipt of invoice and approval of service by the Manager of Information Services. 7.5 Parking The City will attempt to provide for parking adjacent to supported facilities. However, the City cannot guarantee availability of parking; in which case, the Vendor must bear the cost of alternative parking. 7.6 Prices No increase in price from those initially proposed and covered by the Agreement will be allowed during the period covered by this agreement without the City's concurrence and prior approval. 7.7 Proof of Authority If the Proposer is a corporation, formal proof of the authority of the officer signing the Proposer's proposal to bind the corporation must be submitted and will be required prior to the City's award of the agreement. A copy of the corporate resolution or minutes can be adequate proof. A simple letter is not sufficient. 7.8 Reserved Right The City reserves the right to reject any and all proposals and any item or items therein, and to waive any non-conformity of proposals with this RFP, whether of a technical or substantive nature, as the interest of the City may require. 7.9 Taxes Prices proposed shall include all applicable taxes. 7.10 Term of Agreement The term of this Agreement shall be for three years. The City of Santa Ana reserves the right to exercise an option renewing this Agreement for an additional two (2) one-year periods, if the prices (do not increase more than 5% annually), terms, and conditions are acceptable to both parties. This term is subject to final approval by the Santa Ana City Council. 7.11 Withdrawal of Proposal Any requests to withdraw a proposal must be submitted in writing (via letter or email). City of Santa Ana Page 16 of 39 25C_28 ExhibitA Appendices Appendix A - Proposal Response Form Appendix B - Sample Agreement Appendix C - Sample Insurance Forms City of Santa Ana 25C-29 Page 17 of 39 Exhibit A APPENDIX A - Proposal Response Form (Fill in this form or submit a separate response which addresses each item.) Proposal to Provide Data Center Maintenance and Support Services for the City of Santa Ana Section 1. Transmittal Letter/email [optional] Proposing Vendors may include a transmittal letter/email which may, at their discretion, contain any introductory information that the Vendor feels is relevant. Section 2. Proposal Response Form Name of Proposing Firm: Vendor's Principal Location: Vendor's Location that will service the City: Contact Name for Proposal: Phone Number: Fax Number: email address Please submit answers to the following questions (Note: Proposer may attach additional or substitute pages as needed to complete responses.) Vendor Qualifications 1. Short summary description of the organization and major services offered by your firm. 2. Short summary description of the ownership. APPENDIX A Proposal Response Form City of Santa Ana 25C-30 Page 18 of 39 Exhibit A (Continued) 3. The number of years that the Proposer has been in the business of providing maintenance and support services on serve-class computer equipment/systems. (If company name or ownership has changed of the period cited, please note and explain.) Years: 4. Has your firm had a contract terminated for cause within the last 3 years? If so, briefly explain the circumstances. 5. Has either a customer or a subcontractor/vendor/manufacturer sued your firm in the last 3 years? If so, briefly explain the circumstances. 6. Identify and provide evidence of the Proposer's certification/authorizations to provide HP maintenance services and support on HP systems/equipment identified in section 1.3 of the RFP. City of Santa Ana Page 19 of 39 25C-31 Exhibit A APPENDIX A Proposal Response Form (Continued) 7. References Provide a MAXIMUM of three (3) references from government agencies or commercial firms that will attest to your firm's ability within the last three years to provide work similar in scope sought by the City in this RFP. Reference One: Name of Client Location where work was performed Knowledgeable contact (name) Contact's title Contact' email address Contact's phone number Approximate period during which the services were provided Description of service provided Reference Two: Name of Client Location where work was performed Knowledgeable contact (name) Contact's title Contact' email address Contact's phone number Approximate period during which the services were provided Description of service provided Reference Three: Name of Client Location where work was performed Knowledgeable contact (name) Contact's title Contact' email address Contact's phone number Approximate period during which the services were provided Description of service provided City of Santa Ana Page 20 of 39 25C_32 ExhibitA APPENDIX A Proposal Response Form (Continued) 8. Essential Requirements City Required Terms and Conditions Accept Decline Identify any Alternatives exce tions l E ui ment covered F The Vendor must disclose in writing in its ? Yes proposal any model of equipment identified by the City as part of its current inventory for which the Vendor will not provide the full range of services included in this RFP and/or would terminate all or part of service prior to end of the term of the agreement. ref: section 2.1.1.1 The City may add and/or remove equipment from ? Yes ? No the coverage of the agreement with 15 days prior written notice (i.e. letter, fax, or email). ref: section 2.1.1.2 Break-Fix Simply put, if something covered under the ? Yes ? No agreement breaks, the City expects the Vendor to return it to at least manufacturer's original equipment specifications within the time frame defined in the agreement. ref: section 2.1.2.1 Support Services Help desk phone support must be available ? Yes ? No 24x7x365 and not have a wait time over 15 minutes to speak to a support engineer. ref: section 2.1.3.1 Help desk assistance for the City's efforts in self- ? Yes ? No help. This consists of advice on new configurations, new hardware configurations and troubleshooting issues while waiting for an onsite engineer to arrive. ref: section 2.1.3.2 Service Requests The City must be able to initiate a request for ? Yes ? No support 24x7x365. ref: section 2.1.4.1 Service requests can be submitted to the vendor ? Yes ? No via toll-free phone number and via web. ref: section 2.1.4.2 The City shall assign the level of severity to each ? Yes ? No service request. ref: section 2.1.4.3 The City shall determine when a service call has ? Yes ? No reached Close-Out. Only at this time can the ticket be deemed completed ref: section 2.1.4.4 City of Santa Ana Page 21 of 39 25C-33 ExhibitA APPENDIX A Proposal Response Form (Continued) City Required Terms and Conditions Accept Decline Identify any exceptions Alternatives (explain) Staffing Vendor's staff to work on the City site must be ? Yes ? No able to pass a Santa Ana Police Department background check. ref: section 2.1.5.1 The City reserves the right to not accept or to ? Yes ? No have a service staffer removed for any reason. ref: section 2.1.5.2 Parts All parts must be new and built to original ? Yes ? No equipment specifications. Any exceptions require prior written approval from the City. ref: section 2.1.6.1 If it is the Proposer's intention to use ? Yes ? No remanufactured or recertified parts as part of their maintenance and service for City equipment, the Proposer must identify that parts replacement approach in their written proposal. [ref: section 2.1.6.2] Description: Upon request, the City will make available to the ? Yes ? No Vendor on-site storage space for some Vendor spare parts storage. If a Proposer is interested in this option, they need to provide an explanation of how inventory control would be handled for on- site stored spare parts. [ref: section 2.1.6.3] Explanation: Invoicing [note: special interest item for proposal evaluation] The Vendor must provide the City with a monthly ? Yes ? No invoice detailing specific services provided by the Vendor and for which the Vendor seeks payment under the terms of the agreement. ref: section 2.1.7.1 The format and details of the invoice will be ? Yes ? No agreed upon before any billable services can begin. ref: section 2.1.7.2 Sub-contracting The Vendor may not subcontract any part of the ? Yes ? No services under this agreement or use non- employees to perform those services without the prior expressed written approval of the City. ref: section 2.1.8.1 City of Santa Ana Page 22 of 39 25C-34 Exhibit A APPENDIX A Proposal Response Form (Continued) 9. Vendor's Service Strategy In an effort to better understand your firm's service strategy, the City has identified some specific interest areas. Please provide a brief description of your firm's approach, procedures or methods to each of the following: In addition, supply a short response to each of the City's questions relating to the interest area. City Interest Areas relating to Data Center Maintenance and Support 0 Related questions Response Vendor's Service Strategy Service Request Procedures How would the City initiate a request for service? uest be How would a service re q closed out? [ref: section 2.2.1] Help Desk 0 Explain the Vendor's help desk service strategy. desk staff do more than Does the hel p take customer requests for service? If so, explain? ected wait time during 0 What is the ex p regular business hours and after hours? Where is the help desk physically located? 0 What is the knowledge level of the help desk staff? Do the help desk staff have technical explain? certifications? If so , Does the help desk staff have access to HP bug logs problem fix records , and technical documents? City of Santa Ana Page 23 of 39 25C-35 ExhibitA APPENDIX A Proposal Response Form (Continued) City Interest Areas relating to Data Center Maintenance and Support ® Related questions Response Vendor's Service Strategy Help Desk (continued) Does the help desk staff have the experience to engage in interactive troubleshooting of complex events with the City's technical staff? If so, is ' s this a regular part of the Vendor i ? l k h d ce p es serv e are oser com ld the Pro H p p ow wou their help desk service to that of HP's Contract Support? e level of the the knowled Wh t i g a s help desk staff? [ref: section 2.2.21 Escalation Procedures 0 What are the procedures for regular business hours and after-hours escalation? ement vel of Vendor's mana 0 Wh t l g a e are involved in escalations and how? [ref: section 2.2.3] Parts availability How would parts availability be measured? arts be? How available would p available? art is not readil What if a y p [ref: section 2.2.4] Staffing 0 Is a primary responder designated? staff and with what skills 0 How man y would be assigned to provide services to the City? City of Santa Ana Page 24 of 39 25C-36 ExhibitA APPENDIX A Proposal Response Form (Continued) City Interest Areas relating to Data Center Maintenance and Support ® Related questions Response Vendor's Service Strategy Staffing (continued) How would the competence of the Vendor's staff be established? rovided ill be Wh kill t p s w a s of on- ld be the availabilit t wo 0 Wh y a u site engineers and help desk engineers? ld the service staff be trained H ow wou and certified on existing equipment and any new equipment will take for the service staff 0 How lon g to reach full competence on new equipment? ht and quality e of oversi 0 What t g yp control is provided to field staff and help desk staff? [ref: section 2.2.5] Service Level Agreement Is there a system of severity levels used to triage support requests? Reflecting their commitment to SLA , does the Vendor pay refunds for missing service levels? [ref: section 2.2.61 City of Santa Ana Page 25 of 39 25C-37 ExhibitA APPENDIX A Proposal Response Form (Continued) 10. Proposers are encouraged to explain other aspects of their service strategy that they feel differentiate their ability to provide quality and timely maintenance services to the City. [ref: section 2.2] City of Santa Ana Page 26 of 39 25C-38 ExhibitA APPENDIX A Proposal Response Form (Continued) Section 2b. Pricing Form 11. Identify your firm's ability to support each maintenance service level listed below, any exceptions, any alternatives, proposed pricing and any and all other associated charges. [ref: section 2.3.1] Maximum Phone Response Time 15 minutes Maximum Response Time 3 hours Return-To-Service Time 6 hours Condition of System at Intermediate Period of Time Not applicable Condition of System at Close Out System restored to fully functionality. No work-arounds or temporary parts allowed. Vendor can and will support these maintenance service levels ? Yes ? No Identify any exceptions Alternatives (explain) 12. Multi-Year Discount. The City seeks pricing for an initial agreement term of three [3] years. Proposers must provide pricing which is fixed by specific model of equipment for this initial term. [ref: section 2.3.21 Term of agreement for Data Center Pricing Discount Describe how three [3] year term pricing would support and maintenance different from a one-year term pricing [e.g. discount, etc. 3 years ? No ? Yes 13. Customer Loyalty Discount. The City seeks pricing for each of two optional additional one-year terms. [ref: section 2.3.3] Term of agreement for Data Center Pricing Discount Describe how additional one-year term pricing support and maintenance would different from single year term pricing [e.g. discount, etc. Two optional additional one-year ? No terms ? Yes City of Santa Ana Page 27 of 39 25C-39 ExhibitA APPENDIX A Proposal Response Form (Continued) 14. Complete the following table to identity proposed pricing. Dririnn Tnhln- Prnnn¢arl Pricinn fnr nnaintannnra/Sunnort for Citv Data Center Hardware odel escription Proposed Monthly Pricing for Initial 3-year Term Proposed Monthly Pricing for First Optional Is' year Term Proposed Monthly Pricing for First Optional 2"" year Term PE2950 Dell Powered e $ $ $ TQ810LUA Promise V-Trak E-Class $ $ $ TQ812LL/A Promise V-Trak J-Class $ $ $ ZOE7 Apple Controller $ $ $ 403321-1321 Blades stem c7000 Enclosure $ $ $ 447707-621 ProLiant BL460cG1 $ $ $ 404707-1321 ProLiant BL480cG1 $ $ $ 308724-001 Proliant DL360G3 $ $ $ 367007-405 Proliant DL360G4 $ $ $ 382147-405 Proliant DL360G4 $ $ $ 389831-405 Proliant DL360G4 $ $ $ 399524-1321 Proliant DI-360G5 $ $ $ 435944-001 Proliant DL360G5 $ $ $ 457924-001 Proliant DL360G5 $ $ $ 459960-005 Proliant DI-360G5 $ $ $ 490666-001 Proliant DI-360G5 $ $ $ 484184-B21 Proliant DL360G6 $ $ $ 301111-001 Proliant DL380G3 $ $ $ 333704-001 Proliant DL380G3 $ $ $ 333705-001 Proliant DL380G3 $ $ $ 349201-001 Proliant DL380G3 $ $ $ 371293-405 Proliant DL380G4 $ $ $ 383891-405 Proliant DL380G4 $ $ $ 391835-B21 Proliant DL380G5 $ $ $ 433524-001 Proliant DI-380G5 $ $ $ 433525-001 Proliant DL380G5 $ $ $ 459584-005 Proliant DL380G5 $ $ $ AG771A Proliant DL380G5 $ $ $ 494329-1321 Proliant DI-380G6 $ $ $ 201203-001 Proliant DL580G2 $ $ $ 202176-001 Proliant DI-580G2 $ $ $ 325134-001 Proliant DL580G2 $ $ $ 262586-1321 IP KVM 3x1x16 $ $ $ AF602A IP KVM 4x1x16 $ $ $ P4639AV Netserver LP2000r $ $ $ J1470A Rack mount Flip-up KBD/Monitor $ $ $ 221546-001 Rack mount Flip-up KBD/Monitor TFT5600 $ $ $ AG052A Rack mount Flip-up KBD/Monitor TFT7600 $ $ $ AJ926A Storage rks 20121 Modular Smart Array $ $ $ AJ750A Stora eWorks 2012i Modular Smart Array $ $ $ 302970-621 Stora eworks MSA30 $ $ $ 364430-B21 Stora eworks MSA50 $ $ $ 418800-621 Stora eworks MSA70 $ $ $ AG117A Stora eworks MSL2024 $ $ $ AJ037A Stora eworks MSL4048 $ $ $ 190211-001 Stora eworks 4354R $ $ $ C9529CB Surestore Tape-Library 2/40 LVDS Ultrium $ $ $ City of Santa Ana Page 28 of 39 25C-40 Exhibit A APPENDIX A Proposal Response Form (Concluded) 15. Explain the method that your firm proposes to set the price for additional models of equipment not identified in any original agreement. [ref: section 2.3.4] 16. Identify any and all charges that the City would be subject to from your firm under an agreement to provide the City with Data Center support and maintenance. [ref: section 2.3.5] City of Santa Ana Page 29 of 39 25C-41 Exhibit A APPENDIX B - Sample Agreement AGREEMENT BETWEEN THE CITY OF SANTA ANA AND THIS AGREEMENT (said Agreement), made and entered into this day of January 2012 by and between (hereinafter "Vendor" or " "), 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"). These entities are hereinafter sometimes jointly referred to as "PARTIES" and individually as "PARTY". RECITALS A. The City makes extensive use of its computing environment to support key business operations in every City Agency and Department. B. Key computer-based services such as electronic mail, Internet access, secure data storage, as well as computer applications such as payroll, SAPIN etc. operate on server-class computers in the City and Police Computer Centers. C. Due to the critical nature of these services and applications to the daily operation of the City, the City desires to retain a vendor having special skill and knowledge in the field of maintenance of "server-class" computers and related equipment. Further, City desires to retain a vendor that will provide hardware maintenance service to the City for "24 hours per day, 7 days a week". D. Vendor represents that Vendor is able and willing to provide the services to the City, which are set forth in the Exhibits attached hereto and listed in Section I.A. below. E. In undertaking the performance of this Agreement, Vendor represents that it is knowledgeable in its field and that any services performed by Vendor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional maintenance services firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES a. Vendor shall perform those services as set forth in Exhibit A "Proposal " and Exhibit B "Request for Proposal - Data Center Maintenance and Support Services for City of Santa Ana California" (hereafter "RFP") to this Agreement. b. The City reserves the right to seek services outside the terms and conditions of this contract regarding the maintenance and support of data center equipment and systems. c. Documents To Be Construed Together. All documents ("Exhibits") referred to in the Agreement, and the Agreement to be entered into between Vendor and the City, and all modifications of said Exhibits, shall be construed together as one document. In the event of a conflict among the City of Santa Ana Page 30 of 39 25C-42 Exhibit A documents, the provision of this Agreement take precedence, followed by the provisions of the Proposal, then the RFP. 2. COMPENSATION a. City agrees to pay, and Vendor agrees to accept as total payment for its services, the rates and charges identified in the attached Exhibits. The total sum to be expended under this Agreement shall not exceed $ during the term of this Agreement for the services for the equipment identified Exhibit A. b. The Vendor will provide the City with a monthly accounting of the services provided under this Agreement which may take the form of a statement or invoice showing an itemization and total of the services and the price of each service provided in the reporting month. c. City may add or subtract equipment and/or services contained herein, depending upon City's need, with thirty (30) days prior written notice to the Vendor. d. Qualified hardware services added to the initial order will be added at pricing based on at e. The City will validate during normal business hours for parking in the parking lot directly south of the City Hall building (20 Civic Center Plaza) and for parking in the parking structure directly east of the Santa Ana Police Facility (60 Civic Center Plaza) for access and necessary visits in order to perform the Scope of Services. Parking fees at any other location of work and at other times are the sole responsibility of the Vendor. f. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. g. Invoices shall be mailed to: City of Santa Ana Attn: Lynda Kelly Information Services, M-12 P.O. Box 1988 Santa Ana, CA 92702-1988 3. TERM This Agreement shall commence on the date first written above and terminate on , 200, unless terminated earlier in accordance with this Agreement. The term of this Agreement may be extended upon a writing executed by the Executive Director of the Finance Department and the City Attorney, and upon Vendor's written consent. 4. INDEPENDENT CONTRACTOR Vendor 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 Vendor performs the services which are the City of Santa Ana Page 31 of 39 25C-43 ExhibitA subject matter of this Agreement; however, the services to be provided by Vendor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Vendor 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 for its employees. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Vendor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Vendor 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 Vendor'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. Vendor shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit D upon execution of this Agreement and shall be approved in form by the City Attorney. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non- owned automobiles. c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Vendor, if Vendor 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, Vendor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. The following requirements apply to the insurance to be provided by Vendor pursuant to this section: (i) Vendor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. e. If Vendor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not effect Vendor's right to be paid for its time and materials expended prior to notification of termination. Vendor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. City of Santa Ana Page 32 of 39 25C-44 ExhibitA 6. INDEMNIFICATION Vendor agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, Vendors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the direct or indirect operations of the Vendor 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. 7. CONFIDENTIALITY If Vendor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Vendor 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 Vendor disclosed in a publicly available source; (c) is in rightful possession of the Vendor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Vendor without reference to information disclosed by the City. 8. CONFLICT OF INTEREST CLAUSE Vendor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 9. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section 9., 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 telefacsimile (714) 647-6956 With courtesy copies to: Finance and Management Services Agency City of Santa Ana Page 33 of 39 25C-45 Exhibit A Manager of Information Services City of Santa Ana 20 Civic Center Plaza (M-12) P.O. Box 1988 Santa Ana, CA 92702-1988 telefacsimile (714) 647-5406 and, City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702-1988 telefacsimile (714) 647-6515 To Vendor: A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Vendor, 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 Vendor. 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 Vendor nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Vendor, neither party may assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed, and any such assignment, transfer, delegation or subcontract without the party'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 City of Santa Ana Page 34 of 39 25C-46 ExhibitA which are the subject to this Agreement performed by City personnel or by other vendors retained by City. 12. DISCRIMINATION Vendor 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. Vendor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 13. 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. The Parties agree that venue shall be located in Orange County, California. 14. PROFESSIONAL LICENSES Vendor 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. Vendor shall notify the City in a timely manner 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. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Vendor shall be entitled to receive and the City shall pay Vendor compensation for all services performed by Vendor 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 Vendor to deliver to the City all work products completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Vendor 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. 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. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. City of Santa Ana Page 35 of 39 25C-47 Exhibit A 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 CITY OF SANTA ANA Paul Walters Interim City Manager APPROVED AS TO FORM: Joseph Straka Interim City Attorney Bv: Laura Sheedy Assistant City Attorney RECOMMENDED FOR APPROVAL: Francisco Gutierrez, Executive Director Finance & Management Services Agency VENDOR [signature] Name: Title: Tax ID# City of Santa Ana 25C-48 Page 36 of 39 Exhibit A Appendix C - Sample Insurance Forms Sample Additional Insured Endorsement Form ADDITIONAL INSURED ENDORSEMENT 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 and volunteers 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 canceled, 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 City of Santa Ana 25C-49 Page 37 of 39 Exhibit A APPENDIX C Sample Insurance Forms (Continued) Sample Certificate of Liability Form AC-0,80. CERTIFICATE OF LIABILITY INSURANCE 11 /12 DATE/12 /9 /97 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Insurance Services Group, Inc. HOLDER THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 204 Cedar Street Cambridge HD 21613 COMPANIES AFFORDING COVERAGE 0. Philip Feldman COMPANY A Federal Insurance Company P11 N. 410-228-6464_ &.N. INSURED COMPANY B COMPANY C COMPANY D COVERAGES :.; . THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TEPJAS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. RANCe POLICY HUMBER POUCYEFFECTNE DATE (MM)DD%YI POUCYEXPIRATION DATE IMM)DWYI LIMITS GENERAL AGGREGATE $2,000 , 000 ERALUAB'L Y VCOMME-R-CftG-ENERALUAB'L-rT 04/01/97 04/01/98 PRODUcTs-COMPKIPAGG $2,000000 a OCCUR PERSONAL & ADV INJURY $ 1 , 00 0 , 000 ACTOR'S PROT EACH OCCURRENCE $1,000,000 A X Computer Software 04/01/97 04/01/96 FIRE DAMAGE (Any aafa.) $ Included & Svcs E&O $1,000,000 CLAIM 1QDE MEDEXP(Any -p-) f 10,000 AUT OMOBILE LIABILITY COMBINED SIJGLE LIMIT $ 1,0D0,000 ANY AVID ALL OWNED AUTOS BODILY INARY S SOHEDIJLEO AUTOS (Pe P- 4 A X HIREDAVTOS 04/01/97 04/01/98 BOCILYIAMY f X NON-OWNED AUTOS (Pm *Cad-4 PROPERTY DAMAGE S GARAGE LIABILITY AUTO ONLY • EA ACCIDENT S _ ANY AUTO OTHER THAN AUTO C#A.Y: EACH ACCIDENT $ AGGREGATE S EXCESSLIA"11Y EACH OCCURRENCE - S . UMBRELLA FORM AGGREGATE .. $ OTHER THAN UMBRELLA FORM S WORKERS COMPENSATION AND y/C T IjM?IT$ ER EMPLOYERSLIABKITY EL EACH ACCIDENT S l#PROPRIETOR/ IN _ EL DISEASE, POLICY LIMIT f P ARTNERSIEXECUTIVE OFFICERS ARE: EXCL '. EL DISEASE, EA EMPLOYEE I OTHER DESCRIPTION OF OPERATIONSR.OCATIONSNEMMES(SPECM ITEMS CERTIFICATE HOLDER . CANCELI:ATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE CITY OF SANTA ANA. ITS OFFICERS, AGENTS AND EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL E11146"WRW MAIL EMPLOYEES 30 DAYS YITNTTEN NOTICE TO THE CERT)FICATE HOLDER NAMED TO THE LEFT, P.O. BOX 1988 SANTA ANA. CA 92702 AUTHORRED REPRESENTATIVE q G. Philip Teldman / AGOTRD 2tSv^,17/85) mACORD'CORPORATION 1988 City of Santa Ana Page 38 of 39 25C-50 Exhibit A APPENDIX C Sample Insurance Forms (Concluded) Sample Workers' Comp Form STATE P.O. BOX 420807, SAN FRANCISCO, CA 94142.0807 COMPENSATION I N S U R A N C E FUND CERTIFICATE OF WORKERS' COMPENSATION INSURANCE NOVEMBER 5, 1997 POLICY NUMBER! CERTIFICATE EXPIRES: 12-31-98 F- CITY OF SANTA ANA INFORMATION SERVICES M-12 ATTN LYNDA KELLY P O BOX 1988 SANTA ANA CA 92702 JOB: VERIFICATION OF INSURANCE L This is to certify that we have issued a valid Workers Compensation insurance policy in a form approved by the California Insurance Commissioner to the employer named below for the policy period indicated. This policy is not subject to cancellation by the Fund except upon ten days' advance written notice to the employer. We will also give you TEN days' advance notice should this policy be cancelled prior to its normal expiration. This certificate of insurance is not an insurance policy and does not amend, extend or alter the coverage afforded by the policies listed herein. Notwithstanding any requirement, term, or condition of any contract or other document with respect to which this certificate of insurance may be issued or may pertain, the insurance afforded by the policies described herein is subject to all the terms, exclusions and conditions of such policies. AUTHORIZED REPRESENTATIVE PRESIDENT EMPLOYER'S LIABILITY LIMIT INCLUDING DEFENSE COSTS: 1,000,000 PER OCCURRENCE EMPLOYER r- L DOCUMENT THIS BACKGROUND City of Santa Ana 25C-51 Page 39 of 39 Exhibit A November 15, 2011 City of Santa Ana Information Services (M-12) P.O. Box 1988 20 Civic Center Plaza. Santa Ana, CA 92702 Attn: Tom Gergen Reference: RFP #IS-506 for Data Center Maintenance and Support Services Dear Mr. Gergen; Signature Technology Group, Inc. (STG) is very pleased to have been given the opportunity to submit this response/proposal to the referenced solicitation. As a twenty-five (25) year old IT support organization this is exactly the type of service that we provide to our customers on a 24x7x365 basis. We have extensive experience in the support of HP equipment and we are proud to say that we support over a dozen large governmental organizations throughout the State of California. STG has thoroughly reviewed the solicitation and would like to congratulate you on publishing a comprehensive and well thought out document. Because of the detail that was included it is very clear to us exactly what is expected if we were awarded this contract and we can guarantee you that you will receive precisely the services that are required. Our goal is to exceed your expectations at every step of the support delivery process. The attached response includes detailed answers to each of the questions posed in the solicitation, but I would like to reiterate a few of the most important points. STG is currently supporting all of the exact same models of equipment as those listed in the RFP for our other customers across North America. So, we have the experience, knowledge and access to spare parts to do an outstanding job for the City. Some of these same systems we have under contract at other sites and they have a time to repair that is as fast as six (6) hours, as is required in this RFP, or even faster (4 or even 2 hours). So, we understand how to prepare for and execute on a service contract that requires 6-hour fix. STG is a significant subcontractor to HP supporting thousands of servers for their outsourced customers across the US. A complete history of our work with HP is included in the response, but it is important to note that HP trusts STG to support some of their most important customers, and we hope the City takes that into account when making your decision. Page 1 of 2 2424 West Desert Cove Avenue, Phoenix, AZ 85029 • (800) 229-7900 • www.SignatureTechnology.com 25C-52 Exhibit B We have endeavored to provide all of the details in our response for the City to make a positive decision to choose STG to be your service provider. However, if you need any additional information, please do not hesitate to contact me. I can guarantee you that if STG is awarded this contract our entire company will work tirelessly to validate that decision. Sincerely, G Stephen M voy Vice Presi nt Page 2 of 2 2424 West Desert Cove Avenue, Phoenix, AZ 85029 • (800) 229-7900 • www.SignatureTechnology.com 25C-53 Exhibit B UNANIMOUS CONSENT OF DIRECTORS OF SIGNATURE TECHNOLOGY GROUP, INC. The undersigned persons, being all of the directors of Signature Technology Group, Inc., an Arizona corporation (the "Corporation"), hereby give their written consent and authorization, in accordance with the provisions of Section 10-821 of the Arizona Revised Statutes, to the adoption of the following resolutions, and the sarne are hereby adopted: RESOLVED, that Stephen McEvoy as Vice President/Chief Operating Officer of the Corporation is authorized to execute and deliver contracts on behalf of the Corporation, including but not limited to University of Connecticut Contract No. UC-PG080107. FURTHER RESOLVED, that all acts of the Board of Directors and officers of the Corporation since the last meeting of the directors are hereby ratified and approved in all respects. The Secretary of the Corporation is hereby directed to file this instrument with the minutes of the proceedings of the directors of the Corporation. The actions taken hereby shall be of the same force and effect as if taken at a meeting of the directors, duly called and constituted pursuant to the laws of the State of Arizona. Dated as of May 13, 2010. Warren C. Scott Ay? Roberta O. Scott S:;scott.1119606707-G cneial%Other`,STG`,t) nanC'nsntBOD-100608.doc DIRECTORS 25C-54 Exhibit B SIGNATURE TECHNOLOGY GROUP Data Center Solutions Professionals RESPONSE TO RFP FOR DATA CENTER MAINTENANCE AND SUPPORT SERVICES FOR THE CITY OF SANTA ANA, CALIFORNIA RFP #IS-506 APPENDIX A SECTION 1. Transmittal Letter See Tab 1 for Transmittal Letter SECTION 2. Proposal Response Form Name of Proposing Firm: Vendor's Principal Location: Vendor's Location that will service the City: Contact Name for Proposal: Phone Number: Fax Number: E-mail address: Vendor Qualifications Signature Technology Group, Inc. 2424 W. Desert Cove Ave., Phoenix, AZ 85029 1344 Hidden Ranch Drive, Simi Valley, CA 93063 Robbie Michel 800-229-7900, 602-427-4515 602-470-1112 rmichel@signaturetechnology.com 1. Short summary description of the organization and major services offered by your firm. Signature Technology Group is an information technology data center services, staff augmentation and services consulting firm. We deliver superior value-priced services, consulting engagements and program management for both private and government sector clients. Founded in 1990 and headquartered in Phoenix, Arizona, STG provides top-level talent to support data center solution services nationwide, across all technology platforms and currently supporting multiple OEM providers. STG specializes in helping our clients reduce risk, improve efficiency and maximize the utilization rate of their IT infrastructure. Our adaptable solutions provide flexible and customized service level agreements to match our customers' requirements, and improve cost control through repeatable and scalable solutions. STG has built a solid foundation of infrastructure, consulting services and program management systems that allow our team to consistently exceed our service level objectives. The STG core business is to provide services exactly as those described in this RFP. Many of our clients are governmental agencies and we won their business by being the best qualified and lowest priced solution that was offered in response to their RFPs. Page 1 of 27 25C-55 Exhibit B Quick Facts: Founded in 1990 • Over 600 break/fix service contracts • Supporting multiple Fortune 100 companies as well many state, county and city agencies • 50,000 square-foot corporate headquarters in Phoenix, Arizona • High concentration of customers in California including multiple state-level statewide customers • Supporting over 250,000 devices in North America, including thousands of HP Proliant servers Today, the company occupies a three-building corporate campus in Phoenix, Arizona, as well as 11 nationwide regional offices. In addition, STG has a network of over 3,000 professional, certified technicians across the United States and Canada. STG's U.S.-based Service Desk dispatches technicians through a state-of-the-art, Web-based management system, offering fast, reliable support within the United States and Canada. STG provides a wide spectrum of maintenance-related services such as, IMACs (Installs, Moves, Adds, and Changes), warranty tracking, inventory control, project management, equipment disposition, leasing options, and resale of certified used equipment to extend the capacity for equipment already in use that may have been determined as end of life by the manufacturer. Below is the STG Signature Service Model, which outlines the breadth of our technology offerings. n Data Center Services it@ Software Support Hardware Maintenance Operating Systems Support Project Management Break-Fix/Parts Distribution Patch Management Data Center Construction IMAC Support Data Migration Virtuali:ation Projects Service Desk Application Migration Server Consolidation Page 2 of 27 25C-56 Managed Services Capacity Planning Process Improvements IT Assessments Remote Network Monitoring Exhibit B SIGNATURE TECNNOLOGY GROUP Data Center Solutions Professionals 2. Short summary description of the ownership. STG is a privately held "S" corporation. The ownership has not changed since STG was founded and the Chairman of the Board is the owner along with his wife. 3. The number of years that the Proposer has been in the business of providing maintenance and support services on server-class computer equipment/systems. Years : 21 STG was founded in 1990 as Tech Support Services. In 1995 Oak Creek Maintenance was incorporated and in 1997 its name was changed to Signature Technology Group. The core business of STG has not changed since it was started and that business is to provide precisely the services described in this RFP. 4. Has your firm had a contract terminated for cause within the last 3 years? If so, briefly explain the circumstances. STG has not had a contract terminated for cause ever. 5. Has either a customer or a subcontractor/vendor/manufacturer sued your firm in the last 3 years? If so, briefly explain the circumstances. STG has not been sued by a customer or subcontractor/vendor/manufacturer ever. 6. Identify and provide evidence of the Proposer's certification/authorizations to provide HP maintenance services and support on HP systems/equipment identified in section 1.3 of the RFP. STG has been supporting HP as a significant subcontractor in the support of their outsourced customers for over ten (10) years. This relationship started with STG supporting a large amount of equipment in most of the EDS mega-centers and has continued and grown since HP bought EDS a few years ago. STG has earned the trust of HP management by providing a consistently superior level of service to HP customers when hardware maintenance is required on a 24x7 basis. Because of this unique working relationship with HP, STG enjoys significant access to HP information. The items listed below show the degree to which STG can easily access critical HP information about the City's systems on a real time basis. 1. STG has established an HP Partnership with an outlet ID of 03457300001. 2. With this HP partnership ID, we can tap into HP's Channel Services Network located at http://h30125.www3.hp.com/csn/?hpp, and get Bug Fixes, Resolutions, Software, Service Manuals and Configurations. Page 3 of 27 25C-57 Exhibit B SIGNATURE TECHNOLOGY GROUP Data enter Solutions Professionals 3. With this HP partnership ID, we also get access to HP's Business Center Operations (BCO) for HP Certifications under its Partner Portal located at http://h20375.www2.hp.com/portal/site/publicpartner- portal/menu item.92adb114d98ecc78f24af950f8039e01/ 4. We can also call HP for limited phone support and HP will guide us to whether a particular issue is a software and/or hardware failure and email to us their analysis. Finally, STG will assign a primary technician and a backup who each have been trained, using HP online educational materials, on the proper support techniques for the equipment that the City is running. This will be true on the first days of the contract and will continue for the life of the relationship between the City and STG, because we will keep our service technicians trained on all of the equipment that the City will purchase in the future. 7. References Provide a MAXIMUM of three (3) references from government agencies or commercial firms that will attest to your firm's ability within the last three years to provide work similar in scope sought by the City in this RFP. Reference One: Name of Client Sacramento County Location where work was performed Throughout Sacramento County, CA Knowledgeable contact (name) Michael Brennan Contact's title Help Desk Manager Contact's email address brennanm@saccounty.net Contact's phone number (916) 874-7230 Approximate period during which the services were provided January 1, 2003 to present. Current contract expires on June 30, 2013. Description of service provided Please see complete write-up following. STG supports over 500 HP Proliant servers with a few of those having a 2 hour restore requirement. Page 4 of 27 25C-58 Exhibit B SIGNATURE TENNOLOGY GROUP Data Center Solutions Professionals Reference Two: Name of Client Frontier Communications ($3.813 communications company) Location where work was performed Ft. Wayne, IN; Rochester, NY Knowledgeable contact (name) Mark Kitson Contact's title Hardware Site Support Contact's email address Mark.kitson@ftr.com Contact's phone number 260-450-4710 Approximate period during which the services 2010 - Present were provided Description of service provided Hardware Maintenance Break Fix - HP support for almost 200 HP Proliant servers, mostly on a 24x7 basis. This customer was chosen because their inventory is very similar to what the City needs supported. Reference Three: Name of Client Alameda County Location where work was performed Oakland, CA. Knowledgeable contact (name) CJ Johnson Contact's title IT Director Contact's email address cj.johnson@acgov.org Contact's phone number 510-272-3732 Approximate period during which the services 2004 - Present were provided Description of service provided 247 support for large IBM systems and dozens of Dell servers. This account just recently added some HP Proliant servers. This reference was chosen because they are a large governmental organization in California and we have been supporting them for many years. Complete Sacramento County project description. At Sacramento County STG maintains over 12,500 pieces of equipment and responds to over 175 hardware maintenance calls each month. Sacramento County provides a monthly Report Card to STG that shows how well we are performing against our Service Level Agreements. Our cumulative report for the last eight years is included below. According to Sacramento County, over the last 20 years that they have been keeping records, no vendor has ever scored 100% before. STG is very proud of our record at Sacramento County, and this is quite typical of the level of service that we provide to our customers. Page 5 of 27 25C-59 Exhibit B SIGNATURE TECHNOLOGY GROUP Data Center Solutions Professionals In the report below there are two primary compliance timeframes, the time to respond to each call (MTTRD) and the time to repair each issue (MTTRE). As you can see, STG scored in the almost perfect range and responded to over 16,000 on-site service calls. What is even more compelling is that the response time for Category I is only 15 minutes and the repair time for Category E and F (all servers, including HP Proliant systems) is only 4 hours. That means all issues were resolved and the equipment repaired within 4 hours, or the call was considered to be a failure. Furthermore, many of their most critical devices are under an uplifted maintenance timeframe with STG. About 100 Win-tel servers must be repaired within 2 hours of receipt of the call, or that call is considered a failure. As you can see, STG has almost a perfect record of success, even against these extremely tight timeframes. MTTRD (Respond) MTTRE (Repair) Total % MTTRD % MTTRE Category A 120 109 121 99.17% 90.08% Category B 347 337 348 99.71% 96.84% Category C 7 7 7 100.00% 100.00% Category D 4 4 4 100.00% 100.00% Category E 122 121 122 100.00% 99.18% Category F 983 976 984 99.90% 99.19% Category G 12121 12095 12134 99.89% 99.68% Category H 446 437 446 100.00% 97.98% Category l 227 227 234 97.01% 97.01% Category K 388 386 388 100.00% 99.48% Category L 1295 1278 1297 99.85% 98.54% Totals 16060 15977 16085 99.84% 99.33% STG won the contract in late 2002 and started on January 1, 2003. Due to the County's procurement policies this contract was put out for re-bid in 2008 and the County once again chose STG to be their support vendor. 8. Essential Requirements A. Equipment Covered The vendor must disclose in writing in its proposal any model of equipment identified by the City as part of its current inventory for which the Vendor will not provide the full range of services included in this RFP and/or would terminate all or part of service prior to the end of the term of the agreement. (ref: section 2.1.1.1) Accept X Decline No exceptions Page 6 of 27 25C-60 Exhibit B SIGNATURE TECHNOLOGY GROUP Data (enter Solutions Professionals The city may add and/or remove equipment from the coverage of the agreement with 15 days prior written notice (i.e. letter, fax, or email.) (ref: section 2.1.1.2) Accept X Decline No exceptions B. Break-Fix Simply put, if something covered under the agreement breaks, the City expects the Vendor to return it to at least manufacturer's original equipment specifications within the time frame defined in the agreement. (ref: section 2.1.2.1) Accept X Decline Except in the cases of acts of God or intentional abuse as are commonly defined by industry standards. STG will return the equipment to 100% functionality but there may be a charge if the root cause was one of the reasons listed above. These issues are extremely rare but we wanted to be thorough in our response. C. Support Services Help desk phone support must be available 24x7x365 and not have a wait time over 15 minutes to speak to a support engineer. (ref: section 2.1.3.1) Accept X Decline No exceptions Help desk assistance for the City's efforts in self-help. This consists of advice on new configurations, new hardware configurations and troubleshooting issues while waiting for an onsite engineer to arrive. ( ref: section 2.1.3.2). Accept X Decline No exceptions D. Service Requests The City must be able to initiate a request for support 24x7x365. (ref: section 2.1.4.1) Accept X Decline No exceptions Service requests can be submitted to the vendor via toll-free phone number and via web. (ref: section 2.1.4.2) Accept X Decline No exceptions The City shall assign the level of severity to each service request (ref: section 2.1.4.3) Accept X Decline No exceptions STG encourages the City to assign a level of severity to each service request. It is STG standard practice to do the same. The City shall determine when a service call has reached Close-Out. Only at this time can the ticket be deemed completed. (ref: section 2.1.4.4) Accept X Decline No exceptions E. Staffing Vendor's staff to work on the City site must be able to pass a Santa Ana Police Department background check (ref: section 2.1.5.1). Accept X Decline No exceptions Page 7 of 27 25C-61 Exhibit B SIGNATURE TECHNOLOGY GROUP Data Center Solutions Professionals The City reserves the right to not accept or to have a service staffer removed for any reason. (ref: section 2.1.5.2) Accept X Decline No exceptions F. Parts All parts must be new and built to original equipment specifications. Any exceptions require prior written approval from the City. (ref. section 2.1.6.1) Accept X Decline No exceptions If it is the Proposer's intention to use remanufactured or recertified parts as part of their maintenance and service for City equipment, the Proposer must identify that parts replacement approach in their written proposal (ref. section2.1.6.2) Accept X Decline One exception STG uses only new parts as long as they are available. The only case in which we would use remanufactured parts is if the parts are no longer being made because the City chooses to continue to operate some systems beyond the date when the OEM makes new parts. Only under those circumstances will STG use remanufactured parts. In that case, STG always requires the parts to be recertified and tests the parts before using them in a customer's equipment. Upon request, the City will make available to the Vendor on-site storage space for some Vendor spare parts storage. If a Proposer is interested in this option, they need to provide an explanation of how inventory control would be handled for on-site stored spare parts. (ref. section 2.1.6.3) Accept X Decline No exceptions The STG approach to providing good computer hardware maintenance for our customers is to pre- purchase critical spares and have them available on-site or in a local warehouse. STG certifies that it has access to sufficient inventory levels of specific parts to support the City's equipment in accordance with RFP's Service Level Agreements (SLAB). Only new OEM parts or parts equal in performance to new parts shall be used in repairs. New OEM parts will be used for all repairs as long as they are available. Replacement parts will be at equal revision level to the part being replaced. Parts, which have been replaced, shall become the property of STG, except those designated by the City as possibly containing confidential information. STG has an extensive inventory of computers and spare parts stored in our national warehouses in Phoenix, AZ, and at strategic locations throughout the nation. We essentially have a warehouse near each of our large customer's main sites. A portion of the inventory consists of equipment and parts identical to the equipment at the City. STG is recognized internationally, as a source of spare parts and equipment for many companies as well as end users. All spare parts are changed to the correct revision level and fully tested prior to shipment to our local warehouse or the site. No attempt is made to repair failed boards on-site. Our experience suggests that on-site repair, while less expensive to STG, distracts the field engineers from their mission to keep the system available for use and may result in poor quality repairs. Page 8 of 27 25C-62 Exhibit B SIGNATURE TECHNOLOGY GROUP Data Center Solutions Professionals Initial stocking and reorder levels are set at a base line determined by equipment population and dynamically adjusted continually based on ongoing usage statistics. Once inventory levels for a part fall below the reorder point threshold, a reorder is placed automatically. This process saves time and prevents the delays and errors that can occur with manual purchasing processes. As a result of the diversity of equipment types available to customers in today's environment, STG has established relationships with many OEM's, manufacturers, VAR's, distributors, and parts vendors to purchase replacement parts or machines from. Who STG purchases from is dependent upon the age of the equipment and whether or not it is still in production or still supported by the OEM. Most parts purchases are from the OEMs as long as the part is still available from them. STG utilizes several strategic parts stocking locations across the US with our main warehousing and testing facilities located in Phoenix, Arizona. Parts are also stocked on every customer site based on Service Level Agreements, equipment population, equipment configuration, equipment model types as well as data on historical failure rates of parts where it is available. Management and maintenance of STG inventories are enhanced by the use of Service Parts Planning software tools integrated with our suite of automated systems. Parts movement: EMERGENCY For same day or next day requirements STG uses the following services depending on the severity: UPS Red Federal Express P1 Next Flight Out (STG is an authorized shipper by the TSA and there is a flight every 30 minutes from Phoenix to one of the nearby LA airports) Mach 1 Air Freight I-Cat Air Freight Courier Services (Depending on Location) Air Charter Services (Depending on Location) EXPEDITED For delivery times required within 1 to 3 days STG uses UPS or Federal Express expedited services. STANDARD For normal stock parts replenishment requirements of 3 to S day delivery times, STG utilizes UPS, Federal Express or USPS ground services. Page 9 of 27 25C-63 Exhibit B SIGNATURE TECHNOLOGY GROUP Data Center Solutions Professionals Through a combination of having most critical spares already in our warehouse and our ability to rapidly get additional parts to the site, STG has a complete plan for providing the replacement parts that are needed quickly and efficiently. STG has a very sophisticated approach to selecting the spare parts that we store in our local warehouse. Because we have been supporting almost all of the same equipment for other customers, we have a breakage pattern stored in our automated systems. This allows us to see what spare parts have actually been used previously, which is a very good indicator of what will be needed in the future. We use this information to build a baseline of spare parts that are shipped to our local warehouse at the beginning of the contract. We augment this initial set of spares with those components that can result in a system being hard down. This is generally power supplies, controllers, etc., which can be single points of failure. Finally, we will work with the City to determine your most critical devices and ship in additional spares and whole unit replacements for these systems, since they would have the most detrimental effect on your production if/when they have problems. Spare parts will be in place on the effective date of the contract. G. Invoicing The Vendor must provide the City with a monthly invoice detailing specific services provided by the Vendor and for which the Vendor seeks payment (ref: section 2.1.7.1) Accept X Decline No exceptions STG will submit an invoice to the City on a monthly basis and there will be a spreadsheet that accompanies each invoice showing the full list of equipment that was supported for the period of the invoice. Any additions or deletions will be clearly noted, as well as any partial month's billing based upon inventory changes that occurred during the month. The sum of that spreadsheet will cross foot to the amount on the invoice so the City will clearly see the basis for our contracted maintenance charges. For those months when any Time and Material (T&M) services were performed, there will be a separate invoice for each instance that is accompanied by a detailed Service Order report that shows specifically the parts that were used and the labor hours/charges for the repairs. Each T&M invoice will be expected by the City because STG will provide a written quote prior to performing any of the repairs and will get an approval from the City to proceed for the stated amount. STG can assure the City that there will be no surprises when our monthly invoices arrive, but if there are questions we will be happy to provide detailed explanations for all of our billing if requested to do so. The format and details of the invoice will be agreed upon before any billable services can begin. (ref: section 2.1.7.2) Accept X Decline No exceptions Page 10 of 27 25C-64 Exhibit B SIGNATURE TECHNOLOGY GROUP Data Center Solutions Professionals STG will be able to match the City's requested invoice format with no problems and we will insure that we cover this item as part of our project kickoff at the very beginning of our maintenance responsibilities. H. Sub-contracting The Vendor may not subcontract any part of the services under this agreement or use non- employees to perform those services without the prior expressed written approval of the City. (ref: section 2.1.8.1) Accept X Decline No exceptions 9. Vendor's Service Strategy In an effort to better understand your firm's service strategy, the City has identified some specific interest areas. Please provide a brief description of your firm's approach, procedures, or methods to each of the following. In addition, supply a short response to each of the City's questions relating to the interest area. Service Request Procedures A. Service Request Procedures (ref: Section 2.2.1) i. How would the City initiate a request for service? A simple call to our maintenance center will start the process, putting you in touch with our Dispatch Center. Our Dispatch Centers are staffed around the clock. We have two of them, both located in Phoenix, AZ. They provide redundancy so you are always able to place service calls and speak to a live dispatcher. We do not have a response tree that must be navigated (push 1 for this, or 2 for that...), instead our dispatcher answers the phone after only a few rings, and says, "STG, may I help you?". STG also offers multiple electronic methods to open a service request, including a web portal, email or fax. All of these options funnel into our Dispatch Center and the same approach is followed regardless of the method that our customers choose to open a service request. To open a service call only a few key pieces of information need to be communicated. We do not keep our customers on the phone for long, and our web portal has only a few mandatory fields that must be submitted. Our philosophy is that your technical team should be able to request service from STG in a very short period of time, and then get back to their core duties. Once you place a service call, STG will perform all of the activities from that point forward to resolve the problem. After the call is made, STG will contact the person designated in the service request within 15 minutes and establish an ETA for the on-site work that needs to be done. Our service technician will show up on time and perform all of the diagnostic efforts that are necessary and proceed with the repairs as quickly as possible. Page 11 of 27 25C-65 Exhibit B SIGNATURE TECHNOLOGY GROUP Data Center Solutions Professionals ii. How would a service request be closed out? When a call is completed, the technician will notify the appropriate/designated City of Santa Ana personnel via the approved method (you let us know whether that is via email, phone call or personal visit). When the City personnel agree that the problem has been resolved, then we will close the call in our system and with your Help Desk. If the City personnel to do not agree that a problem has been fixed to their satisfaction, then we continue to work on the issue until it is completely resolved. When the City approves, then our on-site technician will notify STG, detailing all of the work that was done and the parts used, so that our Dispatchers can enter the information in our Service Order records. In the event that the City of Santa Ana should decide in advance of work being done that it wishes to cancel a service request, a call to STG's service desk will be all that is necessary. B. Help Desk (ref: section 2.2.2) i. Explain the Vendor's held desk service strategy. STG operates a Service Desk, since we are in the business of servicing our customers. Our strategy in establishing our Service Desk and operating it around the clock is to provide the best support possible to our customers in the shortest period of time. To do that, we have put some of our best and most experienced technicians on the Service Desk and that is who the City will primarily communicate with regarding the problems that are encountered. The implementation of this strategy results in shorter wait times for our customers and each problem is assigned to a Service Desk member who 'owns' that problem until it is resolved. This means each communication with the City will be moving the issue toward resolution, since the Service Desk analyst from STG will have all of the prior knowledge about the service request from the very beginning of the issue. This is in sharp contrast to other company's implementation of a Help Desk where the customer is the only point of continuity and the customer often finds themselves explaining to the Help Desk what steps have already been taken to resolve a particular issue. The STG outlook on servicing our customers is we do what needs to be done in accordance with our customers' timeline and schedule. For example, the City will set the severity of each service request. The City can also specify when the most convenient time would be for our local technician to come on- site and complete the repairs. Our strategy is that we put the customer in the driver's seat and we take direction from you, which we think is the way it should be. Page 12 of 27 25C-66 Exhibit B SIGNATURE TECHNOLOGY GROUP Data Center Solutions Professionals ii. Does the help desk staff do more than take customer requests for service? If so, explain. STG operates a Service Desk which is staffed by highly experienced and professional hardware/software support specialists who have an average of 10+ years in the industry. Our Service Desk operates around the clock and the professionals that the City would be speaking with will be able to immediately help the City with a wide range of issues. All of our Service Desk staff hold multiple certifications, including A+, Network+, Security+, MCP, as well as specific vendor certifications including HP certifications. The City will be assisted to whatever level is needed on each individual call by the personnel on our Service Desk. iii. What is the expected wait time during regular business hours and after hours? The typical wait time is measured in seconds, not minutes. There is little difference in the wait time between peak hours and after hours because we have sized our staff appropriately. STG does operate our Service Desk on a priority triage basis so the higher severity calls get priority when needed. iv. Where is the help desk physically located? STG's Service Desk is virtual but all of the personnel are located within the US and their native language is English. Due to the virtual nature of our delivery model, no weather problem, power outage or phone issue can disrupt our ability quickly communicate with our customers when they need support. v. What is the knowledge level of the help desk staff? We believe that our Service Desk model is unique in the industry. The STG view is to make our most knowledgeable staff immediately available to our customers so service requests can be closed as quickly as possible. By taking this approach, STG is able to quickly assess each situation and expertly determine the most probable cause of the problem and the correct solution. As a result of this philosophy, STG has an extremely knowledgeable Service Desk staff that will be able to intelligently communicate with the City on each problem that is encountered and work through the issues quickly to the most appropriate resolution. vi. Do the help desk staff have technical certifications? If so, explain Yes, collectively our Service Desk staff holds the following certifications: CompTIA A+, Server+, Network+, Security + Microsolft MCSE, Networking, Windows, Systems Engineer Page 13 of 27 25C-67 Exhibit B SIGNATURE TECHNOLOGY GROUP Data Center Solutions Professionals Dell PC, Dell Server, Dell Desktop, Dell Notebook, Dell PowerEdge, Dell Printer, Dell PowerVault, Dell PowerConnect, Dell Blade, Optiplex, Precision, Latitude, Inspiron, Memory, Networking, Wireless Networking, Minitower, Switches, etc. HP HP9000 Server, HP Printers, HP Servers, Desktops, Workstations, Notebooks, HP Network Printer Management, HP Basic Networking, HP Wireless Networking, HP Intro to StorageWorks, HP Tape Backup Solution, HP Admin Windows Server, HP Security of IT Prof, HP Spam and Spyware, HP Virus Protection, HP Firewall, HP MS Exchange Server, HP Network Attached Storage, and HP Network Administration, Compaq Server, Compaq Desktop/Workstation, Compaq Portables HP Firewall Basics, StorageWorks, DEC AlphaServer 8200/8400, Blade Server Maintenance, etc. IBM RS6000 p-Series, IBM AS/400 i-Series, IBM Mainframe z-Series, IBM Netfinity x-Series, IBM 3494/3584 tape library, IBM 2105 Shark, IBM 9391/92/94/95, IBM 3745/46, 4381, 3090, 2105, FastT, Models 550, 55A 285, 720, 451, 575, 595, 590, IBM PC, Printers, Desktops, Mobile Systems, etc. Sun Certified Systems Administrator, Solaris System Performance, Solaris System Administration and Advanced System Administration, Sun Systems Fault Analysis, SunFire, Sun Ultra Cisco Network Associate, LAN/WAN, Routing, Switches STG has an active training and certification program and each of our technicians and Service Desk staff have quarterly goals to continue their education. As a result, this list of certifications will continue to grow over time. One of the guiding factors for our training is the list of equipment that we are supporting for all of our customers, so if we are fortunate enough to win this bid for the City, our Service Desk staff will insure that their certifications match with your equipment. vii. Does the help desk staff have access to HP bug logs, problem fix records and technical documents? Yes, completely. 1. STG has established an HP Partnership with an outlet ID of 03457300001. 2. With this HP partnership ID, we can tap into HP's Channel Services Network located at http://h30125.www3.hp.com/csn/?hpp, and get Bug Fixes, Resolutions, Software, Service Manuals and Configurations. 3. With this HP partnership ID, we also get access to HP's Business Center Operations (BCO) for HP Certifications under its Partner Portal located at http://h20375.www2.hp.com/portal/site/publicpartner- portal/menuitem.92ad b114d98ecc78f24af950f8039e01/ 4. We can also call HP for limited phone support and HP will guide us to whether a particular issue is software and/or hardware failure and email to us their analysis. Page 14 of 27 25C-68 Exhibit B SIGNATURE TECHNOLOGY GROUP Data Center Solutions Professionals viii. Does the help desk staff have the experience to engage in interactive troubleshooting of complex events with the City's technical staff? If so, is this a regular part of the Vendor's help desk service? Yes. Our Service Desk personnel understand that the equipment that we are maintaining does not operate in isolation at our customer's sites. It is necessary to understand the whole environment and what forces may have contributed to the problem that is being experienced. Our Service Desk staff have learned over the years not to jump to conclusions or to have tunnel vision, but instead to discuss with our customers, in an intelligent fashion, all of the events that may have impacted each particular situation. Our Service Desk staff's many years of experience will prove to be a very value asset to the City and your technical team will enjoy the interaction with our Service Desk staff, because it will be helpful and to the point. ix. How would the Proposer compare their help desk service to that of HP's Contract Support Due to our unique position of being a subcontractor to HP for their outsourcing centers, we have multiple interactions with the HP help desk every day. We firmly believe that our Service Desk is far superior. Our Service Desk personnel areas knowledgeable as those from HP and we are able to give our customers more personalized service. x. What is the knowledge level of the help desk staff? We believe that our Service Desk model is unique in the industry. The STG view is to make our most knowledgeable staff immediately available to our customers so service requests can be closed as quickly as possible. By taking this approach, STG is able to quickly assess each situation and expertly determine the most probable cause of the problem and the correct solution. As a result of this philosophy, STG has an extremely knowledgeable Service Desk staff that will be able to intelligently communicate with the City on each problem that is encountered and work through the issues quickly to the most appropriate resolution. C. Escalation Procedures (ref: section 2.2.3) What are the procedures for regular business hours and after-hours escalation? The STG escalation policy and procedures are outlined in the answer following this one, but the procedure from the City's perspective is the same during regular business hours and after-hours. STG operates around the clock and the operations management and executive managers at STG are all available to the City at any time of the day or night via their cell phones. The cell phone numbers will be Page 15 of 27 25C-69 Exhibit B SIGNATURE TECHNOLOGY GROUP Data Center Solutions Professionals given to the City shortly after contract award and you are free to contact the management team at any time that you feel the need to escalate a particulate issue. Twice daily, STG account and operations management meet to review all open service calls. Each call is reviewed for activity and resolution. Management is able to make real time decisions on any service calls that need special attention and determine if additional technical support is needed or if the call should be escalated to the next priority level. Each call received by STG is given a severity rating. STG applies a Sev1-Sev3 rating to each call, Sev1 being the most severe. Under a Sev1 rating, all STG technical and operational resources are applied. Upper operations management remains involved until the call is resolved. A Sev1 call may require transporting additional personnel and or parts to the City's site as well as escalation to the OEM. STG has many procedures in place to ensure that we repair your equipment as quickly as possible. We have a very rigorous escalation procedure that all of our support staff follows, to make sure that all calls are closed as quickly as humanly possible. STG's standard procedure is to escalate any non-remedied situation that affects system performance on a two (2) hour basis after the initial maintenance attempt. Each subsequent escalation step (see Figure 1) occurs after a two (2) hour time period has elapsed without the problem being resolved. The information provided here is our standard procedure, but these timeframes will be accelerated based upon the 6-hour fix Service Level Agreement (SLA) that we have with the City of Santa Ana. What level of Vendor's management are involved in escalations and how? If the cause of the problem/malfunction is not determined within two (2) hours or less after repairs begin, the assigned support specialist notifies his manager and an Incident Manager is assigned to help gather all of the resources that would be helpful on this particular issue. The Incident Manager is also responsible for effective and thorough communications between STG and the City of Santa Ana. If after an additional two (2) hours or less time has elapsed and the problem is still not resolved, the Centers of Expertise (COE) Platform Owner is notified of the problem and contributes their product specific expertise. The third level technical escalation point is to assign the Subject Matter Expert (SME) with the most experience on the failing device or piece of software, from the COE matrix. This individual typically has 10+ years on the exact software/device that needs repairs, so their contribution to the problem is extremely helpful. Should a Sev1 situation exist where a component or device is out of service a ("RED ALERT" situation), the STG Incident Manager will become actively involved. The Incident Manager will work with the site personnel, the SME, and the Director of Operations to formulate and implement an appropriate action plan to effectively resolve the problem. The Incident Manager is responsible for managing all information to and from all parties involved. Page 16 of 27 25C-70 Exhibit B SIGNATURE TECHNOLOGY GROUP Data Center Solutions Professionals A "RED ALERT" situation demands the attention of all STG resources necessary to solve the problem in the most efficient manner. This may include replacing the failing unit with an installation ready major unit. The major unit will be supplied by STG at no additional cost to the City of Santa Ana. Those familiar with the problem of getting the OEM to supply such replacements appreciate this service. Supplemental On-Site Headquarters Support includes activating and transporting additional technical resources from corporate headquarters or from another field location to the site at no additional cost to the City of Santa Ana. OEM Technical Support includes obtaining and transporting needed OEM (HP) specialists to the site at no additional cost to you. The STG Incident Manager presents all action plans to the appropriate the City of Santa Ana personnel. The plan will be implemented in such a manner as to minimize the negative impact on customer's production schedule. Signature Technology Group. Inc. Escalation Process Critical Problem Management 24 Hours per Day 365 Days per Year Site Based Customer Service Engineer TECHNICAL MANAGEMENT Escalation Path 11 Escalation Path First Escalation Two Hours After Maintenance Attempt incident Manager i Operations Director Second Escalation Four Hours After Maintenance Attempt COE Platform Owner ?' Major Aocounts Manager Third Escalation Six Hours After Maintenance Attempt 1 VP Of Operations Experts Fourth Escalation - RED ALERT Eight Hours After Maintenance Attempt N Technical President Signature Support Technology Group The escalation procedure diagram uses the abbreviation of COE, which stands for our Centers of Expertise. This is a service delivery model that leverages multiple system and platform expertise within our organization. The Centers of Expertise are established for Platforms/Product lines to provide a Page 17 of 27 25C-71 Exhibit B SIGNATURE TECHNOLOGY GROUP Data Center Solutions Professionals vehicle for communicating technical expertise, accelerating problem resolution, researching technical information, and to develop technical expertise to the highest level possible. All of this results in much faster resolution times for our customers. The Centers of Expertise that we have identified at STG are as follows: -Dell Intel Servers - HP / Compaq Intel -HP Midrange -IBM Intel Servers -IBM Mainframes & RISC - Printers -Sun -Tape Library -Call Home -SAN & Networking - H P9000 -IBM INFOPRINT3800,3900,4000,2105 It is the intention of this type of model to assist in the diagnosis and resolution of high priority service calls and to assist in generally difficult service issues. Putting this model in place provides the entire organization with access to additional technical expertise to resolve service issues in a timely manner. Each of these Centers of Expertise will consist of a Platform Owner and a team of 3-4 people (SMEs - Subject Matter Experts). This is a virtual team lead by the Platform Owner to communicate technical information, mentor others in their technical expertise and to quickly assist the organization when specific expertise is needed. Platform Owner Responsibilities: ¦ Identify the specific strengths of team members. ¦ Identify and maintain certifications within the team where necessary. ¦ Help to develop their team members in furthering knowledge of their particular hardware platform ¦ Acquire additional resources such as documentation, diagnostics and special tools. ¦ Conduct "virtual team" meetings on a regular basis. Page 18 of 27 25C-72 Exhibit B SME Responsibilities: ¦ Participate actively within their hardware platform team. ¦ Maintain current certifications where necessary. ¦ Lend support when asked. ¦ Take initiative to keep up to date on the specific platform. ¦ Mentor others as necessary to resolve repair issues quickly. D. Parts availability (ref: section 2.2.4) How would parts availability be measured? The STG approach to providing good computer hardware maintenance support for our customers is to pre-purchase critical spares and have them available at a local warehouse or on-site. Our goal is to have 95% of optimum replaceable units (ORUs) in a nearby warehouse. This will allow our on-site technicians to close the majority of our service requests almost immediately after the diagnostic phase is complete. Due to the 6-hour fix requirement of this contract, STG will pre-purchase and place on-site more spares than the typical contract for your inventory of equipment. Obviously waiting overnight for parts delivery would put our repair times beyond the 6-hour SLA. How available would parts be? STG certifies that it has access to sufficient inventory levels of specific parts to support the City of Santa Ana's equipment in accordance with the solicitation's Service Level Agreement (SLA). STG is currently supporting all of the exact same models of equipment for other customers, so we know that parts are readily available for these systems from multiple sources. STG will insure that the parts that are needed for the repairs to your equipment are on-site when they are needed to meet or exceed the 6-hour fix requirement. Given our spare parts modeling capabilities and our ability to get spares to your site from our major warehouses in Phoenix, STG is confident that we will have the right parts at your facility when they are needed on a consistent basis. What if a part is not readily available? STG has multiple sources for all parts that we use in our repair business. Our logistics team is excellent at finding replacement parts and we have a very large network of trusted vendors that we rely upon. It is rare that we encounter a situation where we can't find an HP part in a matter of just a few minutes, particularly since the City is running 'mainstream' equipment. However, in the unlikely event that a specific part is out of stock in all locations, then we have various alternatives that we could employ. For instance, if it is a hard drive in a RAID array, then we can Page 19 of 27 25C-73 Exhibit B SIGNATURE TECHNOLOGY GROUP Data Center Solutions Professionals substitute the same speed drive but with a larger capacity and the array will use the appropriate amount of space. If a small piece of a larger component is not available, we will replace the entire component, even though this may be more expensive for STG. STG has time tested procedures in place to secure parts not in its inventory. In the unlikely event the parts will take more than six hours to arrive, STG agrees to notify the City of Santa Ana as soon as possible and give an ETA for the part. As documented previously, if a part needs to be couriered to the site on a Next Flight Out (NFO) basis STG will do that at no additional cost to the City. E. Staffing (ref: section 2.2.5) i. Is a primary responder designated? Yes. STG will assign a primary technician who will respond to the majority of service requests. If he is unavailable, there will be a local backup who will respond quickly and who will be familiar to the City's environment. ii. How many staff and with what skills would be assigned to provide services to the City? STG always assigns three technicians to each account, which insures that immediate service will always be able to be provided. The vast majority of service calls will result in the same primary technician coming on-site to perform the repairs. This creates operational efficiency as the STG technician and the City staff grow to create a cohesive working environment. Plus, the STG service technician will have firsthand experience with service incidence at the City over the history of the account. STG has included two resumes that show the certifications and experience of the technicians that we hope to assign to the City account if we are fortunate enough to be awarded this contract. If additional certifications are necessary, it will be STG's responsibility to gain them quickly, completely at our expense. The backup technician will come on-site to repair the City's equipment if the primary technician is not available. The backup technician would have similar skills and capabilities as will the third level technician. It is our intention to have the primary technician respond to 98%+ of the incidents at the City. iii. How would the competence of the Vendor's staff be established? Our benchmark for our technical staff's capabilities is measured and reviewed on an ongoing basis. It is a combination of multiple factors that collectively demonstrate each technician's ability to resolve our customers' problems. Some of the factors that go into this evaluation are: Page 20 of 27 25C-74 Exhibit B SIGNATURE TECHNOLOGY GROUP Data Center Solutions Professionals • Their technical skills, as demonstrated by the training and certification that they complete • Their customer communications skills as demonstrated through customer feedback • Their efficiency in resolving service requests, as demonstrated by the number of service calls closed and the time to close each one • Their written communications skills, as demonstrated through the information they record in our service tracking system about each call closed • Their ability to take direction and make improvements when told to do so by STG management • Customer feedback regarding their on-site demeanor and professionalism At any point that STG operations management determines that an improvement is needed in our staff's competence an action plan will be developed and communicated to the individual technician. Goals will be set with timelines and regular follow-up will insure that the improvements are made in the time allotted. STG has a merit pay increase system in place that gives higher salary raises to those service technicians who are deemed to be more skilled in accordance with the grading system outlined above. Given the financial incentives involved, our technical team is properly motivated to do their best at all times. STG understands that it is not our customer's responsibility to measure or grade our technician's competence, but if the City would like to provide STG with your feedback we would be glad to hear from your perspective and take corrective action if it is warranted. iv. What skills will be provided? The assigned service staff will have many years of experience as a field service technician and will have HP certifications on the equipment that is running at the City. Their skills will include: • Proper and systematic troubleshooting of all problems reported to insure that the correct faulty component has been identified • Ability to read internal error logs so the history of a problem can be fully understood • Training, experience and skill in the replacement of all parts of all systems in the City's inventory • Thorough understanding of microcode and its impact of proper hardware maintenance • Very good familiarity with the operating systems that run on the servers that we are supporting • Excellent customer communications skills, both verbal and written • Excellent architectural understanding of the systems that we are supporting • A willing attitude that is based on a service mentality • A true team member that operates as an extension of the City's technical personnel Page 21 of 27 25C-75 Exhibit B (STG) that we want to work with you in all different ways to make your ongoing computer hardware maintenance as easy as possible. v. What would be the availability of on-site engineers and help desk engineers? The City will have a dedicated STG support specialist who will come on-site immediately after notification of a problem and repair the equipment in six (6) hours or less. This on-site support is available on a 24x7 basis. Our Service Deck engineers are also available to the City at any time on a 240 basis and they are prepared to help with any issues on an immediate basis. STG understands that time is of the essence in a support contract and we respond immediately to our customers' requests for service, both over the phone through our Service Desk, and in person with a knowledgeable, local service specialist. vi. How would the service staff be trained and certified on existing equipment and any new equipment? STG has access to all of the web-based HP training and certification processes and we take advantage of that to train our service staff on the recommended support techniques for the City's equipment. The online certification process is fee based and STG pays for all of our technicians to take these tests and get certified. As an example, a copy of a recent HP certification exam is included to show that just a few days ago one of our service technicians passed the test on the support of the HP MSL2024 and HP4048 tape libraries. In addition, STG has all of the HP service publications for the equipment listed in the RFP and we always follow the OEM guides when performing our repair services. As HP introduces new equipment and/or new models of existing equipment, if there is new or supplemental training created by HP then we will have access to it. For any new equipment that the City may purchase in the future, STG will insure that your assigned technicians take the web-based training and pass the online HP tests to become certified before performing any service on these new devices. STG hopes to have periodic dialogues with the City to understand your future purchase decisions so we can get a head start on getting our technicians certified. vii. How long will it take for the service staff to reach full competence on new equipment? STG is confident that we can have your service team trained and certified on new equipment in a matter of just a few days or possibly a week, since the training and certification is all online and web-based. Page 22 of 27 25C-76 Exhibit B SIGNATURE TECHNOLOGY GROUP Data Center Solutions Professionals Because of our technicians' in-depth understanding of the HP product line our staff typically only needs to study a new system for a few days and then they can pass the HP certification tests on their first attempt. viii. What type of oversight and quality control is provided to field staff and help desk staff? STG has a Director of Western Operations (Dave Rickon) who is based in Sacramento and the service technicians who would maintain the City's equipment would be supervised by Dave. He would make regular trips to Santa Ana starting with monthly visits and once he was convinced that your support was running smoothly he would then only visit on quarterly basis. However, he will electronically monitor all service calls for timeliness of response and repair as well watch the spares inventory to insure that the on-site warehouse is kept at optimum spares depth. Dave is available to the City on a 24x7 basis via his cell phone. Our Service Desk personnel report to our Service Desk manager who is Mike Finley. Mike's sole function is to actively manage and monitor the Service Desk activity and he is excellent at his job. We actually receive very positive feedback from our customers on the operation of our Service Desk and the quality of timeliness of the support that they provide. The STG Quality Management Policy is designed to provide the highest quality service in a timely manner to ensure success. To achieve this goal we have a Quality Management System in place where we have defined and documented operational processes and procedures within all functional areas of our business. Our Quality Management System incorporates the best practices from quality methodologies incorporated in ISO, Deming, and ITIL. Our quality process and procedures are a result of providing high quality, timely service to our client for over two decades. We have defined processes in place, which are reviewed on a regular basis to continuously provide the most responsive service to our clients. Our Quality Plan includes defined processes and procedures as outlined below. For each of these areas we have identified a system owner to oversee the process and make suggestions and improvements, as our business requires. Our management team reviews all process improvements and is committed to continuously improving the quality of the services that we provide. The quality of the staff and the ongoing monitoring of the quality work that the assigned staff produces is the responsibility of the respective managers as documented above. STG is extending the option to the City to interview and select candidates that meet your criteria the best. If you would like to do that, we would be very pleased to setup multiple interviews for each position (primary, backup and third-level on-site support technician). Page 23 of 27 25C-77 Exhibit B SIGNATURE TECHNOLOGY GROUP Data Center Solutions Professionals There are a number of quality metrics for this type of work. Here is a list of just a few of them: • Number of successful problem resolutions on the first call • Average/min/max time on the phone with a customer each month • Average/min/max hold time for a customer to speak with the Help Desk • Average/min/max call depth • Average/min/max on-site response time for hands-on resolution • Average/min/max on-site repair time for hands-on resolution • Cost for hardware repairs on a monthly basis and trend analysis • Number of devices serviced multiple times in a given period • Web-based quality feedback mechanism from the user community • Trend analysis on calls to the Service Desk (going up or down) • Many others STG will collect these metrics and analyze them on a regular basis. We will be looking for a positive trend over time starting with the 'as is' situation when this contract starts. STG is dedicated to regular reviews of our processes and procedures to identify areas that require improvement. Our management team is always looking for areas where we can improve and provide our customers with the highest quality service. Many of our process improvement initiatives are employee driven as a result of all employees being committed to providing the highest possible customer satisfaction in all areas of our business. F. Service Level Agreement Is there a system of severity levels used to triage support requests? Yes. See section C -Escalation Procedures above. Each call received by STG is given priority rating. STG applies a Sev1-Sev3 rating to each call, Sev1 being the most severe. Reflecting their commitment to SLA, does the Vendor pay refunds for missing service levels? This is an excellent question and STG hopes that the City will place a significant weight to each vendor's response. It easy to promise good service, but when asked to back it up with financial penalties most companies won't do that. STG is willing to establish meaningful financial penalties for our failure to provide the service as documented in this RFP. Page 24 of 27 25C-78 Exhibit B SIGNATURE TECHNOLOGY GROUP Data Center Solutions Professionals 10. Proposers are encouraged to explain other aspects of their service strategy that they feel differentiate their ability to provide quality and timely maintenance services to the City. (ref: section 2.2) There are a number of areas where STG's experience and focus on IT systems maintenance sets us apart from most (if not all) support organizations. 1. We have been successfully fulfilling computer hardware maintenance contracts with a 6-hour fix or faster for over eight (8) years. If a company has never worked under these very fast SLAB in the past they don't have the experience, appreciation or procedures to understand how this changes the maintenance strategy completely. STG fully grasps the implications of a 6-hour fix SLA and we will put the necessary elements in place to be successful. 2. Asa company, STG is completely focused on the mission on providing high quality, responsive service to our hardware maintenance customers. We do not resell equipment or engage in other business ventures that can take away our management's focus on our core business; which is providing exactly the type of services that are described in this RFP. 3. We enjoy a very unique working relationship with HP that goes to some very high levels within the HP organization. As a longterm trusted service provider to HP we have consistently lived up to their very high service standards and offered them support prices that are the best in the industry. Put another way, HP has searched for the best maintenance vendor that they could find and they have chosen STG repeatedly. That should send a strong signal to the City that we have been thoroughly vetted by HP and found to be a partner they trust to service some of their most critical customers. 4. We are just the right size to do business with. We are large enough to provide all of the services that the City requires, but we are small enough to work with easily and bend our procedures to do things the way that the City would like to see them. 5. Asa company we have current hands-on experience with all of the exact same models that are listed in the RFP. This should be proof positive that we can successfully repair these systems if we are chosen to be your service provider. Page 25 of 27 25C-79 Exhibit B z SIGNATURE TECHNOLOGY GROUP Data Center Solutions Professionals SECTION 2b. Pricing Form 11. Identify your firm's ability to support each maintenance service level listed below, any exceptions, any alternatives, proposed pricing and any and all other associated charges. Maximum Phone Response Time 15 minutes Maximum Response Time 3 hours Return-To-Service Time 6 hours Condition of System at Intermediate Period of Time Not applicable Vendor can and will support these maintenance service levels Yes Identify any exceptions No exceptions Alternatives (explain) No alternatives 12. Multi-Year Discount. The City seeks pricing for an initial agreement term of three (3) years. Proposers must provide pricing which is fixed by specific model of equipment for this initial term. (ref: section 2.3.2) Term of agreement for Data Center Support Pricing Discount Describe how three (3) year term pricing would be different and Maintenance from on-year pricing (e.g. discount, etc. 3 years No Yes X Multi-year discounts are available for prepaid support-to be negotiated, not currently included in the pricing submitted. 13. Customer Loyalty Discount. The City seeks pricing for each of two optional additional one-year terms. (ref: section 2.3.3) Term of agreement for Data Center Support and Maintenance Pricing Discount Describe how additional one-year term pricing would be different from single year pricing (e.g. discount, etc.) Two optional additional one-year No Yes X Multi-year discounts are available for terms prepaid support-to be negotiated, not currently included in the pricing submitted. 14. Complete the following table to identify proposed pricing. STG has separated our pricing submission and included it in separate tab of this proposal. We hope this makes it easier for the City to view our pricing. 15. Explain the method that your firm proposes to set the price for additional models of equipment not identified in any original agreement. (ref: section 2.3.4) STG has created our pricing based upon a discount off of HP list post-warranty pricing. As new models of equipment are purchased by the City, STG will use that same discount percentage to create our Page 26 of 27 25C-80 Exhibit B SIGNATURE TECHNOLOGY GROUP Data Center Solutions Professionals support pricing for those devices. This approach guarantees that our pricing will stay consistent for the entire term of the contract. 16. Identify any and all charges that the City would be subject to from your firm under an agreement to provide the City with Data Center support and maintenance (ref: section 2.3.5) The line item pricing shown in our Cost Proposal is all that the City will need to pay to STG to have all of the equipment listed repaired any time that they experience a hardware problem. This price includes all parts, labor, overtime, travel, shipping, warehousing, management, etc. If there are no changes to the inventory at the City then the monthly charges shown in our price submission will be all that is invoiced on a monthly basis to receive all of the services as outlined in this RFP. The City is free to add or subtract equipment from this contract and the monthly prices will go up and down in accordance with those changes in the equipment to be supported. The only other charges would be as a result of specific Time and Material tasking from the City for STG to perform services outside of the scope of this contract, such as upgrade a system, or repair a system that is not on contract. Finally, if any of the problems are caused by Acts of God or intentional misuse or abuse of the systems then STG reserves the right to charge for those repairs. This only happens in very rare instances and the City and STG would discuss these situations before an invoice was sent. This policy is in line with standard industry practices for computer hardware repair. Page 27 of 27 25C-81 Exhibit B APPENDIX A (Continued) 14. Complete the following table to identity proposed pricing. Pricing Table: Proposed Pricing for Maintenance/Support for City Data Center Hardware Proposal Response Form Proposed Monthly Pricing for Initial 3-year Term Proposed Monthly Pricing for First Optional 1st year Term Proposed Monthly Pricing for First Optional 2nd year Term Model Description PE2950 Dell Poweredge 354.00$ 354.00$ 354.00$ TQ810LL/A Promise V-Trak E-Class 580.80$ 580.80$ 580.80$ TQ812LL/A Promise V-Trak J-Class 464.40$ 464.40$ 464.40$ ZOE7 Apple Controller 85.20$ 85.20$ 85.20$ 403321-1321 BladeSystem c7000 Enclosure 97.20$ 97.20$ 97.20$ 447707-1321 ProLiant BL460cG1 144.80$ 144.80$ 144.80$ 404707-621 ProLiant BL480cG1 38.80$ 38.80$ 38.80$ 308724-001 Proliant DL360G3 31.90$ 31.90$ 31.90$ 367007-405 Proliant DL360G4 27.10$ 27.10$ 27.10$ 382147-405 Proliant DL360G4p 54.20$ 54.20$ 54.20$ 389831-405 Proliant DL360G4p 189.70$ 189.70$ 189.70$ 399524-1321 Proliant DL360G5 178.20$ 178.20$ 178.20$ 435944-001 Proliant DL360G5 118.80$ 118.80$ 118.80$ 457924-001 Proliant DL360G5 59.40$ 59.40$ 59.40$ 459960-005 Proliant DL360G5 59.40$ 59.40$ 59.40$ 490666-001 Proliant DI-360G5 59.40$ 59.40$ 59.40$ 484184-621 Proliant DL360G6 25.80$ 25.80$ 25.80$ 301111-001 Proliant DL380G3 299.40$ 299.40$ 299.40$ 333704-001 Proliant DI-380G3 49.90$ 49.90$ 49.90$ 333705-001 Proliant DL380G3 49.90$ 49.90$ 49.90$ 349201-001 Proliant DL380G3 399.20$ 399.20$ 399.20$ 371293-405 Proliant DL380G4 213.00$ 213.00$ 213.00$ 383891-405 Proliant DL380G4 298.20$ 298.20$ 298.20$ 391835-1321 Proliant DL38OG5 383.40$ 383.40$ 383.40$ 433524-001 Proliant DL380G5 85.20$ 85.20$ 85.20$ 433525-001 Proliant DL380G5 42.60$ 42.60$ 42.60$ 459584-005 Proliant DL380G5 85.20$ 85.20$ 85.20$ AG771A Proliant DL380G5 351.20$ 351.20$ 351.20$ 494329-621 Proliant DL380G6 369.60$ 369.60$ 369.60$ 201203-001 Proliant DL580G2 92.90$ 92.90$ 92.90$ 202176-001 Proliant DL580G2 185.80$ 185.80$ 185.80$ 325134-001 Proliant DL580G2 92.90$ 92.90$ 92.90$ 262586-1321 IP KVM 3x1x16 151.00$ 151.00$ 151.00$ AF602A IP KVM 4x1x16 31.90$ 31.90$ 31.90$ P4639AV Netserver LP2000r 50.40$ 50.40$ 50.40$ City of Santa Anna 25C-82 Page 28 Exhibit B APPENDIX A (Continued) 14. Concluded Proposal Response Form Proposed Monthly Pricing for Initial 3-year Term Proposed Monthly Pricing for First Optional 1st year Term Proposed Monthly Pricing for First Optional 2nd year Term J1470A Rack mount Flip-up KBD/Monitor 24.40$ 24.40$ 24.40$ 221546-001 Rack mount Flip-up KBD/Monitor TFT5600 29.60$ 29.60$ 29.60$ AG052A Rack mount Flip-up KBD/Monitor TFT7600 12.20$ 12.20$ 12.20$ AJ926A StorageWorks 2012i Modular Smart Array 79.20$ 79.20$ 79.20$ AJ750A StorageWorks 2012i Modular Smart Array 28.00$ 28.00$ 28.00$ 302970-621 Storageworks MSA30 175.60$ 175.60$ 175.60$ 364430-1321 Storageworks MSA50 175.60$ 175.60$ 175.60$ 418800-621 Storageworks MSA70 153.20$ 153.20$ 153.20$ AG117A Storageworks MSL2024 52.90$ 52.90$ 52.90$ AJ037A Storageworks MSL4048 361.20$ 361.20$ 361.20$ 190211-001 Storageworks 4354R 740.60$ 740.60$ 740.60$ C9529CB Surestore Tape Library 2/40 LVDS Ultrium 427.90$ 427.90$ 427.90$ City of Santa Anna 25C-83 Page 29 Exhibit B iUs C 0 U U N ' f l l T I F It ... . . . . .. . . . . . > a syWOy? ? r N n r N N N n r O LL 3gyC ? ? ??L ?"@ @?L€ '?" ? @ g' ??@ L? €'el'? @@ &?g '@@ g'€'€' ?+ ? 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NN ?N c Z BE ? m.? _ ? $$ Q Y Q y k O Q o U V g'? a 25C-85 SIGNATURE TECHNOLOGY GROUP Data Center Solutions Professionals CARMELO GRECIA Summary • Accomplished Senior Hardware Specialist with 12+ years experience in Data Center Operations and Call Centers for both public and private entities. • 12+ years of progressive computer/network/hardware operations experience in challenging organizations with mixed mainframe and server environment including, Intel Based Servers, AS400, OS2, ZOS, VAX, ALPHA, UNIX, PASCAL and COBOL. • 10+ years providing Help Desk support to thousands of users worldwide, earning a solid reputation for productivity, complex problem resolution and professionalism for all Intel Based Computers, Xerox based Printers, HP Ink jet technologies, IBM Dot Matrix Shuttle Printers, Bell and Howell and Fujitsu volume scanners. • Excellent communication and diagnostic skills with rarely escalate issues and 100% turn-around time. • Proactive self-starter known to initiate process and system improvements to increase system stability and staff productivity. Certifications Dell DCSE Coma ASP HP Printer Tech HP Accredited Platform Specialist CompTIA A+ Com TIA Network+ I-Net+ SCSA 1 MCP HP CSA HP US IBM SAN IBM PC Architecture DEC Alpha Server HP Laptop, Desktop, Servers; HP Accredited Platform Specialist Compaq Laptop and Desktop; Compaq Accredited Platform Specialist STG Certified IBM zOS 2097 and 2098, AS400, P and X-Series Mainframes, Midrange, Blades, Distributed Servers, DEC Alpha Server 8200/8400, RISC 6000, 3494 Tape Library VTS Sun Certified System Administrator Solaris 8 Microsoft Certified Professional Page 1 of 4 25C-86 Exhibit B SIGNATURE TECHNOLOGY GROUP Data Center Solutions Professionals Work History 2005-present Signature Technology Group Technical Services Specialist Senior Customer Service Engineer Provide Data Center Hardware Engineering/ Incident Management, Technical Service Management services for STG's customers throughout California (multiple city and county locations) and nationwide. Services delivered include: • Problem analysis through effective troubleshooting techniques • Rapid repair of systems through board level replacement • Very effective customer communications of issues and resolution of problems • Effective parts management process to insure accurate stock on hand As a result of my dedication and expertise have: • Multiple commendations from customers and managers for great work and professionalism. • Accurately and efficiently diagnosed all service issues with a very high first attempt close percentage • Leveraged extensive experience in multiple operating environments including mainframe connectivity and security, Windows NT/2000/XP, UNIX/LINUX, OS2/zOS/AIX, workstations and distributed servers 2000-2005 Spherion/Agilent Technologies Senior IT Consultant Successive career progression through IT Hardware Technician to Lead IT Hardware Technician to Lead Hardware/Software Engineer to Senior Hardware Specialist/IT Consultant Provided last line desktop technical consultation and resolution for Agilent's Global Help Desk system supporting 10000+ employees throughout the U.S. and overseas. Primarily troubleshot Compaq/HP Server hardware, software and connectivity issues for a mixed UNIX, Windows, and mainframe environment for senior Agilent managers and VPs for equipments mentioned above. Additionally managed junior technicians, Help Desk, expense processing, e-procurement, SLAs, SOWs, rollout/migration projects for Spherion Technologies. Achieved highest levels of productivity, handled over 200 calls per week avg. 50+ calls daily. Promoted to assume additional responsibilities as Technical Advisor providing expert guidance to Global Help Desk Staff. Page 2 of 4 25C-87 Exhibit B SIGNATURE TENNOLOGY GROUP Data Center Solutions Professionals Provided special assistance such password security, intrusion detection, and data retrieval and archiving to key departments including HR, Lab PhDs, and Senior Executives and VPs for Windows and UNIX systems. Independently designed rollout, image, backup and migration scripts using Ghost, saving Agilent 50% in cost for time and materials for servers and desktops. Worked industriously on weekends providing sole support for international and remote key employees, mostly VPs. 1999-2000 CompuCom/Nortel Networks Help Desk Analyst Managed Help Desk ticketing system for Nortel Networks' satellite sites consisting of 20 Windows NT Servers and 6 UNIX Sun print servers interconnected through Cisco routers for 5000+ employees. Investigated and resolved performance issues demonstrating strong diagnostic skills across multiple platforms. • Provided after hours support for Network, Help Desk and NT Client/Server environments. • Managed key deliverables, SOWs, SLAs for Nortel Networks. Education and Training CompTIA A+ Certification, I-Net+, Network + Canada College Computer Technician Program - Certificate of Completion DPEC, Inc Negotiating, A+ Certification: Networks, Windows 98, Investing Fundamentals, Netscape Navigator 4.0 Hewlett-Packard 23 courses in HP Server, Laptop/Desktop, Storage & LAN Canada College ?? Dynamic HTML: JavaScript Mastery Level IBM PC Institute PC Architecture ...r....... .. x ._... « Cisco Systems Networking Cisco/Sun Academy Academy - OICW Prometric/Sun Microsystems Sun Certified System Administrator Solaris 8 Microsoft Microsoft Certified Professional Compaq Accredited Platform Specialist - Desktop / Workstation, Portables Specialization IBM "SAN Fundamentals of Storage Attach Networks Ohlone College ? Computer Science OICW Cisco/Sun Administration Academy Page 3 of 4 25C-88 Exhibit B SIGNATURE TE NNOLOGY GROUP Data enter solutions Professionals Fnidnmpnt and Rnftwarp Bell and Howell scanner All Compact/HP Proliant InRange 3632 lines , IBM 8000+ lines, and All Server lines including Blade ESCON 9032 lines, HBAs, Fujitsu Volume Scanner Servers Jellybeans. models. Large format scanners Intel based Desktop, Laptops, SUN SPARC 5, and 6800 10 1280 DEC VAX and Alpha Servers and Mobile devices, 32/64 bit , , StorEdge Disk Arrays Servers, and X/86-type StorageTek Tape computers Libraries All Dell Power Vault, Power IBM DTS, LTO libraries, 3494, Dell 2500 PERC Edge Server lines RISC 6000, AS400s, zOS, Controllers OS2, IBM 2096, 2097 and EMC Clariion, Centera, 2098, IBM p-Series, Power Symmetrix Series Servers, x-Series All Brocade Switches Servers HP 9000, e3000 Server lines, CISCO Switch 2900, MDS All HP, Xerox, Lexmark, DTS, and ATL tape libraries 9000 lines, 2XXX series Dell, Epson, Canon, Routers Tectronix, Zebra dot Aruba Wi-Fi Controllers matrix, thermal laser, Linksys, Netgear, Wireless LAN plotter, and ink jet printers including 4224s, 4247s, 2105s, Infoprint business printers Scanners, including Bell & Windows Server, Windows NT, StarOffice, MS Office, Howell, Fujitsu, Canon and Unix, Linux, HP-UX, Solaris, Firefox, IE, Netscape, Kodak Flash, HTML, PHP, WSH, Java, XML PERL, Shell, FTP, VPN, RAS, DOS scripting, Ghose, VMware, Veritas, SAN, NAS, RAID, Remedy, VNC, Liberum Page 4 of 4 25C-89 Exhibit B SIGNATURE TECHNOLOGY GROUP Data Center Solutions Professionals Certified Opp,messional Chad E. Hutto Summary I have worked in Information Technology for over 10 years. I have always been able to work without supervision due to my commitment to excellence. I have been responsible for maintaining servers, laptops, workstations and networking equipment for STG's largest customers. Certifications • CompTIA A+ • CompTIA Server+ • Microsoft Certified Professional • Hewlett Packard Accredited Platform Specialist for Proliant DL/ML Servers • HP Accredited Platform Specialist for Commercial Desktops, Workstations and Notebooks • HP Accredited Platform Specialist Blade Systems • HP Accredited Platform Specialist for Mobile Computing • Dell Certified Systems Engineer for all Dell servers, portables, desktops, printers • Dell PowerEdge, PowerVault, Printer, PowerConnect, Desktop, Notebook, Policies and Procedures Work History 2007-Present Signature Technology Group Field Service Engineer • 1 support all hardware located at client's data centers including: all servers, laptops, workstations and storage equipment • The position requires 24/7/365 on-call status focusing on production servers • 1 also support numerous other data centers across the nation • 1 work the Service Desk to support via phone all hardware at multiple client data centers. The positions entails detailed note keeping on all open calls, coordination of parts orders and delivery and sourcing capable technicians guaranteed to arrive at the site during the scheduled service window. • 1 am a member of STG's "Center of Expertise Team" as platform owner for HP/Compaq Intel supporting other STG technicians. Page 1 of 2 25C-90 Exhibit B SIGNATURE TECHNOLOGY GROUP Data Center Solutions Professionals 2005-2007 RadioShack Corporation Executive Support LAN Technician • Supporting top executives and their administrators 24/7 • All aspects of corporate hardware and software and connectivity • Repair and maintenance of laptops • Manager of two technicians for all corporate laptop warranty repair cases 2000-2005 RadioShack Corporation LAN Technician • Hardware and software second level support. • Creating corporate laptop images for Windows 2000 migration on campus and remote • Configuring, testing, and deploying wireless network for LAN roll-out • Configuring and maintaining laptops through LAN and dial-up connections via NT and Novell based network • Install and support MS Windows NT 4.0, 2000 Professional, XP, 98 and 95 Experience • Windows 95, 98, NT Server/Workstation 4.0, 2000 Advanced Server/Workstation, XP, MS-DOS versions 2.1-6.22 Operating Systems, Norton Ghost, Dameware and many more • Dell, Compaq, Toshiba and IBM laptop/desktop troubleshooting, configuration and repair • Windows 2000 migration planning and implementation • Microsoft Office Suites • Network planning, implementation, troubleshooting and maintenance for wired and wireless networks • Pascal programming • AutoCAD Versions 10 through 14. Intergraph Microstation Version 5 • 1999 Southern Methodist University - Microsoft Certification Training School • 1994 Art Institute of Dallas - Associate Degree of Applied Science - Major: Computer Aided Drafting and Design. • 1991 Tarrant County Junior College - emphasis in Computer Sciences Page 2 of 2 25C-91 Exhibit B a N Z O V V) Q N V LL _O a. a o a- W ?UJ W N U G. V 0- < < m 0 0 (D s N U N O N ? E _N c U a O r U = Q = 2 U O 0 E U 25C-92 E 0 c - E O N V) o s ? O c ? aD O ?- U Q = E aD O U ? T N (D (D U U Ln U Q) N Q o CO 6 O O Q N E O ? C o O ° o ? c d O E O 0 o - O 2 2 C- o N o o ° O 3 Q 2 a Exhibit B ?Q N_ Z ?O u Ln ? w cn w E O ck: _0 C w T LL w N U a v Q Q x 0 0 N - cn C- s N U -0 N n a ? a? E O O s N O c C L Q- O ( WZ U `N - C: V -70 C) (D u 3 u l1 W = Q = 0 0 U Q0 O Q) E L? U 25C-93 E 0 0 c a? 0 E c (D O N 2 o N O D O °' v E O U L U U U C \N` W W Q - 0 O O E N p O o V c O a° rnc a o E U c ? 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O o 0 c u u t==o a V a tD « u ? 0 =m ?Z Z 25C-101 U X w SIGNATURE TECHNOLOGY GROUP Data Center Solutions Professionals REQUIRED PERFORMANCE STANDARDS AND PENALTIES FOR NON-PERFORMANCE The Acceptable Quality Level (AQL) shall be used as a measure to express the maximum deviation allowed from the established Agreement standard; which if exceeded shall be considered unacceptable performance. The AQL does not imply that the vendor may knowingly perform in a defective manner, but instead it implies that the City recognizes the fact that there exists an element of unintentional human error. If defective performance exceeds the standard as stated in the Required Performance Standards defined herein, a Contract Discrepancy Report shall be issued, a copy of which shall be provided to STG and other action shall be taken as the City deems necessary. Additionally, STG is required to correct the deficiency. The Required Performance Standards shall identify the key performance indicators of the Agreement and those shall be evaluated by the City to ensure that STG meets the Agreement Performance Standards. STG shall grant Monthly Maintenance Charge (MMC) credits to the City for STG's failure to respond timely, STG's failure to repair equipment timely and for equipment effectiveness level deficiencies. The MMC applies to each equipment item that is to be duly maintained by STG, and is defined as the fixed monthly/annual maintenance charge, as specified in Exhibit D - Asset List. Equipment item credits will be applied against the MMC for the applicable equipment item. STG shall accumulate response, repair and downtime information by equipment item and shall use the information to calculate MMC credits for each equipment item on a calendar month basis. The City will also accumulate response, repair and downtime information and calculate MMC credits. STG's records shall be subject to comparison with the City's records. STG shall itemize MMC credits due to the City, by equipment item; on each monthly/annual invoice (as the case may be) and reduce the invoice charges by the amount of the credits. STG shall apply MMC credits for any given month on that months' corresponding Invoice. If STG's maintenance personnel fail to arrive at the City site within the stipulated response time, STG shall grant a credit to the City equal to twenty five (25) percent of the MMC for all the equipment items that are inoperable due to a malfunction. In the event that the City notifies STG of the need for remedial maintenance service but defers STG's arrival, the deferred time will be deducted from STG's total response time before calculating any credits due to the City If STG's maintenance personnel fail to repair inoperable equipment within the stipulated repair time, STG shall grant a credit to the City equal to twenty five (25) percent of the MMC for all the equipment items that are inoperable due to the malfunction. In the event that the City defers STG's arrival or denies STG access to inoperable equipment or to other equipment required to complete the repair(s), the deferred and/or denied time will be deducted from the total repair time before calculating any credits due to the City. This provision does not apply to equipment that becomes inoperable due to the fault or negligence of the City. Page 4 of 5 2424 West Desert Cove Avenue, Phoenix, AZ 85029 • (800) 229-7900 • www.SignatureTechnology.com Exhibit D 25C-102 SIGNATURE TECHNOLOGY GROUP Data Center Solutions Professionals 4 The downtime hours for each equipment item shall be accumulated for the month and the total monthly downtime hours shall be applied to the table below to determine the credit. If the total monthly downtime hours for an equipment item equals or exceeds any of the downtime hours listed in the table below, STG shall grant to the City the corresponding MMC percentage credit. Downtime Hours (Equals or Exceeds) MMC Credit (Percentage of MMC) 12 hours 25% 19 hours 50% 24 hours 75% 40 hours 100% Monthly maintenance payments shall be determined by subtracting MMC credits due to the City from the MMC for each equipment item. Applicable credits include repair time credits, effectiveness level credits, and credits for failure to respond timely. If the MMC minus the MMC credits due for any item during any calendar month results in a negative figure, the total amount due to STG for that item is zero ($0.00). Page 5 of 5 2424 West Desert Cove Avenue, Phoenix, AZ 85029 • (800) 229-7900 • www.SignatureTechnology.com Exhibit D 25C-103 25C-104 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: APRIL 16, 2012 TITLE: AWARD CONTRACT TO MACIAS GINI & O'CONNELL, LLP FOR COMPREHENSIVE FINANCIAL AUDIT SERVICES CITY MANAGER 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 the City Manager and Clerk of the Council to execute the attached agreement with Macias Gini & O'Connell, LLP, subject to non-substantive changes approved by the City Manager and City Attorney, for three years and the option to renew annually for two succeeding years in an annual amount not to exceed $208,000. DISCUSSION Annually, the City of Santa Ana retains the services of an independent certified public accounting firm to conduct the annual audit of the City's financial statements as well as federal and state grant audits known as the single audit. The audits are conducted in accordance with auditing standards recognized and accepted in the United States and applicable under the Government Auditing Standards issued by the Comptroller General of the United States. The standard annual audits include but are not limited to the examination of processes, internal controls, segregation of duties, compliance of legal requirements, application of General Accounting Standards Board (GASB) requirements, and validation that financials are presented in conformity with Generally Accepted Accounting Principles (GAAP). The City seeks new proposals every seven years. As such, On February 9, 2012, the City conducted a formal Request for Proposal (RFP) to select a certified public accounting firm. The audit firm will conduct the standard financial statement preparation and audit, the City State Controller report, and the on-line attestation for Section 8 Housing. However, as a result of the passage of AB1 x26 (redevelopment dissolution), staff has focused on selecting an audit firm with a high level of experience in Redevelopment and demonstrated knowledge of AB1 x26. The firm will provide guidance regarding compliance with Successor City Agency, Successor Housing Agency and federal grants. As a result of the recent scrutiny placed on public accounting firms, the City is seeking an audit firm that is willing to add an analytical function that is higher than the basic standards accepted 25D-1 Agreement with Macias Gini & O'Connell LLP For Financial Audit Services April 16, 2012 Page 2 by Generally Accepted Accounting Standards (GAAS). Staff will partner with the audit firm in identifying and analyzing additional components of the City's financial structure which include operational audits, disclosure requirements, financial trends and fiscal health analysis. Proposals were sent to seven established accounting firms including the City's current audit provider Macias, Gini & O'Connell. Four of the seven accounting firms responded. The remaining three firms did not respond to the RFP indicating a lack of adequate staff to conduct the audit given the complexity and size of the City. A five-member selection committee evaluated the four proposals submitted. The evaluation was base on several factors, including the firms' technical qualifications, thoroughness of auditors proposed scope of work, experience with similarly sized governmental agencies, strength of redevelopment experience and knowledge, and willingness to add additional analytical capacity. Proposal Firms Score Macias Gini & O'Connell, LLP 88.0 Mayer Hoffman McCann P.C. 84.6 Vavrinek, Trine, Day & Company, LLP 68.0 Vasquez & Company, LLP 63.2 Macias Gini & O'Connell, LLP (MGO) was selected as the best firm to conduct the City's annual financial audit. They demonstrated adequate staffing and technical knowledge for a city the size of Santa Ana. MGO has demonstrated a high level of knowledge regarding redevelopment as well as a heightened knowledge regarding successor agencies, Enforceable Obligation Payment Schedule (EOPS), and Recognized Obligation Schedule (ROPS). Recently, MGO was retained by the County of Orange to perform the Agreed Upon Procedures (AUP) related to the dissolution of Redevelopment Agencies, as required by Health & Safety Code Section 34182, for more than half of the Orange County cities. Additionally, MGO's strength in redevelopment will be critical as the City closes its Redevelopment Agency and develops the appropriate accounting mechanisms for the new successor agency. 25D-2 Agreement with Macias Gini & O'Connell LLP For Financial Audit Services April 16, 2012 Page 3 FISCAL IMPACT Funds for these services will be included in the proposed fiscal year 2012-13 budget within the Accounting Division Contract Services-Professional account (account no. 01110110-62300) to cover the audit cost related to the City's General Fund, with additional funds in the Successor Redevelopment Agency, CDBG, Housing Authority, the Workforce Investment programs and various grants funds for their respective costs. Additional funds will be budgeted to cover the audit fee in the subsequent fiscal year. IMML'ar."A )k Francisco Gutierrez Executive Director Finance and Management Services Agency 2501-3 25D-4 AGREEMENT FOR PROVISION OF FINANCIAL AUDIT SERVICES THIS AGREEMENT, made and entered into this 16th day of April, 2012 by and between Macias, Gini & O'Connell, Inc., a California corporation (hereinafter "AUDITOR"), 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 issued a Request for Proposals, dated February 6, 2012, for an independent audit of its financial statements and records. B. Pursuant to said invitation, AUDITOR submitted a proposal which is hereby accepted by CITY for provision of said professional service. C. AUDITOR is recognized as a competent and qualified certified public accountant, duly authorized to practice and licensed as such by the California State Board of Accountancy. D. In undertaking the performance of this Agreement, AUDITOR represents that it is knowledgeable in its field and that any services performed by AUDITOR under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES AUDITOR shall provide financial auditing services for CITY's 2012-2014 fiscal years, as set forth in CITY's Request for Proposals, attached hereto as Exhibit A, and incorporated by this reference. Said services shall be performed in accordance with the process set forth in AUDITOR'S Proposal, attached hereto as Exhibit B. All exhibits referenced herein and attached hereto shall be incorporated by reference as though attached in their entirety. 2. REPRESENTATIVES For purposes of implementing this Agreement, the representative of CITY shall be the Executive Director of the Finance and Management Services Agency, or his designated representative, and the representative of the AUDITOR shall be Jean Horimoto, Director. Except as may be otherwise stated herein, such representatives shall have the authority to act on behalf of their respective parties in carrying out the terms of this Agreement. 3. DELIVERY OF WORK PRODUCT - OWNERSHIP AUDITOR warrants and represents that it has the absolute right to enter into and perform this Agreement and will perform its obligations hereunder in accordance with standards and practices prevailing in the industry. AUDITOR's contribution to the Project, including works to be produced by AUDITOR hereunder, will not infringe or misappropriate the proprietary or personal rights of any third 25d-5 person or party. AUDITOR shall deliver to CITY any work product which results from the services provided. Said work product shall be submitted in hard copy and produced in a form compatible with CITY's information systems, as agreed between the Project Manager and AUDITOR. In regard to all material produced as a deliverable under this Agreement, including but not limited to records, papers, drawings, specifications, programs, systems and other materials prepared by AUDITOR, AUDITOR agrees, for itself and its affected officers, employees, agents, contractors, and volunteer workers, that (a) other such material shall be the property of the CITY, and may not be copyrighted without prior review from the CITY, and (b) the authors of all such material, whether copyrighted or not, award to the CITY, and to its officers, agents and employees acting within the scope of their official duties, as a condition of payment to the AUDITOR, a royalty-free, nonexclusive, irrevocable license throughout the world for governmental purposes to disclose, publish, translate, reproduce, and use such materials. 4. COMPENSATION a. CITY agrees to pay, and AUDITOR agrees to accept as total payment for its services, the rates and charges identified in AUDITOR's Cost Proposal, attached hereto as Exhibit C. The total sum to be expended under this Agreement shall not exceed $208,000 per fiscal year, during the term of this Agreement. b. Payments to AUDITOR shall be made within thirty (30) days after receipt by CITY of invoices from AUDITOR, which shall be rendered not more often than monthly. Special examinations, surveys, or detailed reports of any nature outside the scope of this Agreement shall be billed separately by AUDITOR and must be specifically authorized in writing by CITY in advance of such additional services proposed to be provided. 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. 5. TERM The term of this Agreement shall be for a period of three (3) consecutive years, beginning with the fiscal year ending June 30, 2012. CITY shall retain an option in its sole discretion to extend auditing services for one additional one-year period. 6. INDEPENDENT CONTRACTOR AUDITOR 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 AUDITOR performs the services which are the subject matter of this Agreement; however, the services to be provided by AUDITOR shall be provided in a manner consistent with all applicable standards and regulations governing such services. AUDITOR 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. 7. INSURANCE Prior to undertaking performance of work under this Agreement, AUDITOR shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: 25d-6 a. Commercial General Liability Insurance. AUDITOR shall maintain commercial general liability insurance which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of AUDITOR's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, $2,000,000 in the aggregate. Such insurance shall (a) name the CITY, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary with respect to insurance or self-insurance programs maintained by the CITY; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $2,000,000 combined single limit. Such insurance shall include coverage for owned, hired and non-owned automobiles. c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, AUDITOR, if AUDITOR 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, AUDITOR agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim, and $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by AUDITOR pursuant to this section: (i) AUDITOR shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the CITY upon execution of this Agreement and shall be approved in form by the City Attorney. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the CITY. f. If AUDITOR fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the CITY with required proof that insurance has been procured and is in force and paid for, the CITY shall have the right, at the CITY's election, to forthwith terminate this Agreement. Such termination shall not effect AUDITOR's right to be paid for its time and materials expended prior to notification of termination. AUDITOR waives the right to receive compensation and agrees to indemnify the CITY for any work performed prior to approval of insurance by the CITY. 8. INDEMNIFICATION AUDITOR 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 negligence, recklessness or willful misconduct of the AUDITOR 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 25D-7 or equitable relief is due by reason of the negligence, recklessness or willful misconduct of AUDITOR arising from this Agreement. The AUDITOR 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 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. 9. CONFIDENTIALITY All information gained by AUDITOR in performance of this Agreement shall be considered confidential and shall not be released by AUDITOR without CITY'S prior written authorization excepting that information which is a public record and subject to disclosure pursuant to the CaliforniaPublic Records Act, government Code Section 6250 et seq. AUDITOR, its officers, employees, agents, or subcontractors, shall not voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the project or cooperate in any way with a party who may be adverse to CITY or whom AUDITOR reasonably should know may be adverse in any subsequent litigation. AUDITOR shall incur no liability under this Agreement for materials submitted by it which are later released by CITY, its officers, employees, or agents. AUDITOR shall also incur no liability for statements made by it at any public meeting, or for any document released by it for which prior written CITY authorization was obtained. If AUDITOR or any of its officers, employees, consultants, or subcontractors does voluntarily provide information in violation of this Agreement, CITY has the right to reimbursement and indemnity from AUDITOR for any damages caused by AUDITOR'S conduct--including attorney's fees. AUDITOR shall promptly notify CITY should AUDITOR, its officers, employees, agents or subcontractors be served with any Summons, Complaint, Subpoena, Notice of Deposition, Request for Documents, Interrogatories, Request for Admissions or other discovery requests from any party regarding this agreement and the work performed hereunder. CITY retains the right, but not the obligation, to represent AUDITOR and/or to be present at any deposition, hearing, or similar proceeding. AUDITOR agrees to cooperate fully with CITY and to provide CITY with the opportunity to review any response to discovery requests provided by AUDITOR. However, CITY'S right to review any such response does not imply or mean the right by CITY to control, direct, or rewrite said response. CITY warrants that AUDITOR will have fully met the requirements of this provision by obtaining CITY'S written approval prior to providing documents, testimony, or declarations; Consulting with CITY before responding to a Subpoena or court order; in the case of depositions upon providing Notice to CITY of same; or providing CITY opportunity to review discovery responses prior submission. For purposes of this section, a written authorization from CITY shall include a "faxed" letter. 10. CONFLICT OF INTEREST CLAUSE AUDITOR covenants that neither it nor any officer or principal of their firm have any interests, nor shall they acquire any interest, directly or indirectly which will conflict in any manner or degree with the performance of their services hereunder. AUDITOR further covenants that in the performance of this Agreement, no person having such interest shall be employed by them as an officer, employee, agent, or subcontractor. 4 25D-8 11. 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 facsimile 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 facsimile (714) 647-6956 With courtesy copies to: Executive Director of the Finance and Management Services Agency City of Santa Ana 20 Civic Center Plaza (M-17) P.O. Box 1988 Santa Ana, California 92702 facsimile (714) 647-5414 and 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 AUDITOR: Macias, Gini & O'Connell Katherine V. Lai 4675 MacArthur Court, Ste 680 Newport Beach, California 92660 Facsimile (949) 221-0035 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 facsimile, 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. 12. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the CITY and AUDITOR, 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 AUDITOR. 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 5 25D-9 and conditions hereof, shall not bind or obligate AUDITOR nor the CITY. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 13. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of AUDITOR, AUDITOR 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. 14. TERMINATION If, at any time during the term of this Agreement, CITY determines that AUDITOR is not faithfully abiding by any term or condition contained herein, CITY may notify AUDITOR in writing of such defect or failure to perform; which notice must give AUDITOR a ten (10)-day notice of time thereafter in which to perform said work or cure the deficiency. If AUDITOR has not performed the work or cured the deficiency within the ten (10) days specified in the notice, such shall constitute a breach of this Agreement and CITY may terminate this Agreement immediately by written notice to the AUDITOR to said effect. Thereafter, neither party shall have any further duties, obligations, responsibilities or rights under this Agreement except, however, any and all obligations of AUDITOR'S surety shall remain in full force and effect, and shall not be extinguished, reduced, or in any manner waived by the termination hereof. In said event, AUDITOR shall be entitled to the reasonable value of its services performed from the beginning of the period in which the breach occurs up to the day it received CITY'S Notice of Termination, less any offset from such payment representing the CITY'S damages from such breach. CITY reserves the right to delay any such payment until completion or confirmed abandonment of the project, as may be determined in the CITY'S sole discretion, so as to permit a full and complete accounting of costs. In no event, however, shall AUDITOR be entitled to receive in excess of the compensation quoted in its bid 15. ATTORNEYS FEES In the event an action is commenced by either party to enforce any rights under this Agreement, the prevailing party shall be entitled to recover reasonable attorney's fees and court costs, in addition to any other relief granted by the Court. 16. DISCRIMINATION AUDITOR 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. AUDITOR 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, 25d-10 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 AUDITOR 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. AUDITOR 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. Captions and headings in this Agreement, including the title of this Agreement, are for convenience only and are not to be considered in construing this Agreement. c. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. ' 25D-11 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: Laura Sheedy Assistant City Attorney CITY OF SANTA ANA PAUL M. WALTERS Interim City Manager MACIAS, GINI & O'CONNELL, LLP KEVIN L. O'CONNELL CEO & Managing Partner 256-12 SECTION 4: SPECIFIC AUDIT APPROACH AND METHODOLOGY. for Iron, not us. We will provide an audit plan that is complete, dear and descriptive and realistic, thus forming thehasishy which audit progress canhe measured. Our objective for each of the audit components as defined in the RFP is to provide an audit plan that is both realistic and mutually acceptable, thus forming the basis by which audit progress can be measured. Frequent communication is required for the audit plan to be an effective management tool. We will meet with the appropriate. management personnel on a regular basis to report the progress of our audits, and any preliminary findings. We expect the City to communicate any foreseeable delays in the delivery of accounting records, financial statements, and/or other documents needed to complete our work. We propose to address all key accounting and reporting issues that could potentially affect our audit opinion up front. Proper planning, timely communications, and the prompt resolution of reporting issues will lead to a smooth transition to the issuance of our reports and timely completion of the engagement. This approach will result in a positive working relationship between our auditors and the City. In the event that circumstances warrant more extensive and detailed services beyond those in the contractual agreement, we shall provide in writing and in advance the reasons for the additional services together with our estimate of costs. No additional work will be performed without advance approval by the city. If selected, MGO will perform the following auditing services beginning with the fiscal year ending June 30, 2012. ScopeotSetrvices MGO will provide the following auditing services beginning with the fiscal year ending June 30, 2012: Annual Audit of the City's Financial Statements: We will perform a review of the City's financial audit in accordance with auditing standards generally accepted in the United States of America (GAAS) as promulgated by the American Institute of Certified Public Accountants (AICPA) and the standards applicable to financial audits contained In Government Auditing Standards, issued by the Comptroller General of the United States for the purpose of expressing opinions on , the fair presentation of the City's basic financial statements, in conformity with accounting principles generally accepted in the United States of America (GAAP). GAAP provides for certain required supplementary information (RSI), such as management's discussion and analysis (MD&A), to accompany the City's basic financial statements. As part of our engagement, we will apply certain limited procedures to the City's RSI. These limited procedures will consist principally of Inquiries of management regarding methods of measurement and presentation. The following RSI is required (allowed) by GAAP and will be subjected to certain limited procedures, but will not be audited: • Management's Discussion and Analysis • Schedule of Funding Progress for Pension Benefits Budgetary Comparison Schedules Supplementary information other than RSI, also accompanies the City's basic financial statements. We will subject certain supplementary information to auditing procedures applied In our audit, which we will provide an opinion on the basic financial statements. We understand that the City we will be responsible for preparing the CAFR, including related note disclosures, RSI and supplemental information. As your auditors, we will review the CAFR in its entirety to ensure that the CAFR continues to satisfy the requirements for submission to the Government Finance Officers Association (GFOA) for consideration for the Certificate of Achievement for Excellence in Financial Reporting. _: P MdT D91t9ri=AccoW=W 2 014 UT B 23 f i SECTION 4: SPECIFIC AUDIT APPROACH AND METHODOLOGY. • Single Audit; We will perform a Single Audit in accordance with the federal Single Audit Act Amendments of 1996; U.S. Office of Management and Budget (OMB) Circular A-133, Audits of States, Local Governments and Non-Profit Organizations and the OMB Circular A-133 Compliance Supplement. The schedule of expenditures of federal awards with accompanying notes, schedule of findings and questioned costs and the following reports will be issued separate from the City's basic financial statements. • Report on Compliance with Requirements Applicable to Each Major Program, Internal Control Over Compliance and Schedule of Expenditures of Federal Awards in Accordance with OMB CircularA-133 • Report in Internal Control Over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements in Accordance with Government Auditing Standards. We understand that the City will provide MGO with the schedule of expenditures of federal awards while we will take responsibility over the with accompanying notes and schedule of findings and questioned costs. Additionally, MGO will also complete and submit the online Data Collection Form and electronic submission to the Federal Audit Clearinghouse. MGO will provide the City with a final print and electronic copy of the Data Collection Form that was electronically submitted. • Management Letters: We issue management letters every year in connection with nearly all of our governmental clients. Unless there are unusual circumstances, the management letters are issued at the conclusion of the audit concurrent with the issuance of the audited financial statements. Our management letters contain observations and recommendations that are meaningful to our clients. They are intended to be constructive and are in fact viewed in a very positive manner by our clients. Management letters are always reviewed In draft form with appropriate client personnel before they are issued. Annual Audit of the Successor Community Redevelopment Agency of the City of Santa Ana Financial Statements: There are many uncertainties surrounding the financial reporting requirements of the dissolved Redevelopment Agencies. However; we stand ready to perform an audit of the Successor Community Redevelopment Agency and Housing Successor Agency at the City's request, in accordance with all applicable auditing standards and with the objective of expressing an opinion on the financial statements. We will perform an audit of the Citys Redevelopment Agency's basic financial statements and each major fund in accordance with all applicable auditing standards with the objective of expressing an opinion on the financial statements. If requested, we will provide the City with a complete draft of the Successor Community Redevelopment Agency and Housing Successor Agency Financial Statements, including footnotes and any required supplementary schedules by November 1 of each year, • Santa Ana Housing Authority: We will perform the financial and compliance audit for the Housing authority and prepare and submit HUD an electronic REAC submission for the City's Section 8 Program. At the City's request, we will conduct fieldwork for the Successor Community Redevelopment Agency, Housing Successor Agency and Housing Authority during the same time • GANN: We will perform agreed-upon procedures in connection with the annual calculation of the appropriations limit as required by Section 1.5 of Article XIIIB of the California Constitution. MGO will provide the City with a draft of the GANN limit letter no later than November 1, annually. • Annual Review of the City's Investment Policy: We will perform various procedures agreed to by the City Council and the City Management solely to assist the City in determining whether the City's investment activities are in compliance with the City's investment policy and the California Government Code. Agreed-upon procedures will be performed in accordance with attestation standards established by the American Institute of Certified Public Accountants. We understand that we will provide the City a separate report on such compliance and, if applicable, recommend changes in the Investment Policy document relating to cash and investments for many governmental entities in order to verify compliance with established policies and procedures and to enhance internal controls In conformity with the City's required scope of work, MGO will issue the necessary annual audit report for the purpose of determining compliance with applicable State and Federal Laws. • Required Communication: We will present matters or topics which may be of interest to the accounting and financial reporting personnel of the City related to government auditing and accounting. Topics that may be covered include updates on generally accepted accounting principles (GAAP), generally accepted auditing standards (GAAS), OMB Circular revisions, recent GASB pronouncements, changes in business trends relating to the City and other authoritative procedures. We will also provide information encompassing GAAP and GAAS related topics. Professional standards require us to communicate any instances of irregularities and illegal acts or 24 25Q-14 indications of illegal acts to the City's staff and City Council. Also, professional standards require that we communicate other information specifically related to the audit engagement. We will ensure that our communications to the City Council meet these requirements. We are proud of our record of being well-informed with regard to the government sector and the changes in auditing standards that may occur throughout the course of providing audit services to our clients. MGO's professionals continue to have a presence in both State and federal levels of government, as well as at the regional level. We will acquire prompt and pertinent responses to inquiries that may arise from a technical or procedural standpoint, over the development of our engagement with the City. Our liaison relationship with GASB, the AICPA, GFOA and ASB will allow us to obtain precise, relevant information necessary to provide exceptional communication and audit services to you. • State Controller Reports: We will prepare and submit the State Controller's Report for the City and, if required by the State Controller's Office, for the former RDA for fiscal year June 30, 2012 by the annual required submission date of the State Controller's Office. If required, MGO is prepared to also prepared to submit State Controller Reports of the former RDA for the three succeeding years. • Property Based Improvement District/Orange County Fire Authority. Upon request by the City, we will review operations of the Property Based Improvement District (PBID) and Orange County Fire Authority, according to the agreement between the City and and each of the entities specified in the agreements. • Bond Disclosures Attestation: We will prepare and shall review and attest to the bonds continuing disclosure requirements. We will perform various procedures agreed to by the City Council and the City Management solely to assist the City in determining whether the City is in compliance with the required continuing disclosures. The agreed-upon procedures will be performed in accordance with attestation standards established by the American Institute of Certified Public Accountants. • City's Operational Audits: We understand the constraints of available City resources and the need to maintain segregation of key duties and responsibilities. We will work closely with Finance and Management Services Department, in addition to the regular annual audit, to determine procedures in testing internal controls over the following areas as outlined in the Request for Proposal: • Accounts payables (including Public • Work construction progress payments and relocation disbursements) • Payroll • Treasury investments • Utility billing and accounting functions • Purchasing • Workers compensation claims • Attendance at City Council and Other Meetings: MGO's representatives shall attend meetings of City Council, or its committees, primarily meetings of the Audit and Ethics Committee, whenever requested by City. • Availability: Throughout the year you and your staff should feel comfortable calling us for advice. We should be viewed as another resource available to you in carrying out your financial and administrative duties. We will contact City staff throughout the year to discuss how current accounting pronouncements may affect your accounting or financial reporting. We believe our ability to quickly respond to your needs and to keep you informed should be a significant consideration in selecting us as your auditors. Please verify our level of service and the availability of MGO with the references provided below. Our staff is, of course, available to provide accounting, auditing or consulting services throughout the year. Workpapers: All workpapers will be retained by MGO for at least seven (7) years from the date the audits are finalized and such workpapers will be made available for review during normal business hours to representatives of the City, and applicable Federal and State agencies. • Additional Assistance: We will also perform the following tasks: • Provide up to 20 additional consulting hours on accounting and technical matters throughout the years including in-house training on newly adopted GASB pronouncements. • Provide assistance to the City in continuing to meet the requirements of the GFOA of the United States and Canada Certificate of Achievement for Excellence in Financial Reporting program. • Keep the City advised of new and national developments affecting municipal finance, reporting and trends. • Be available year-round to advise the City on various financial issues. • Invite representatives of the City to MGO's annual client technical updates and trainings. • If the City requests, we are available to perform a "consent review" and issue a "consent and citation of expertise". We have provided such services for numerous other clients, including the Alameda County Water District, Contra Costa Water District, and County of Orange County. eroaaso$sortnme,?ac 25 25D-15 IN erecognizetheim1?ortanceof tIntelyc omple tion o? aucl?it tasks and deHv6rables. Audit approach planning and interim audit work During May of each year, management of our audit team will have an entrance conference with the Director of Finance and Management Services and other appropriate staff. The purpose of this meeting will be to ensure a good working relationship and to discuss the scope and timing of the annual audit, the documents needed for our permanent files, the detailed audit plan, and the list of schedules that City staff normally prepares in connection with the year-end closing. Perhaps the most important objective of the pre-audit conference is to establish a relationship in which we all feel comfortable in asking questions and expressing our views, We devote a considerable amount of time to planning each year, because we find that well- planned audits are completed in a timely manner. We will schedule approximately two weeks of interim audit work each year. During ourfrst year serving the City, we prepared flow charts and other documentation of the internal control structure and of the major systems, such as revenue and cash receipts, purchasing and cash disbursements, payroll and personnel, capital assets, grant compliance, and investment activities. This information was gained through discussions with appropriate City staff, and the review of available documented policies and procedures. Our knowledge of your overall internal control structure and of your major systems was be used to tailored to your specific systems. During the interim work in subsequent years, we have noted changes in the system, if any, a practice, we will continue. At this point we will utilize the prior year financial statements, the current year budget and our knowledge of your systems to determine materiality for audit purposes. This level of materiality will be employed during the final audit work to decide on the extent of testing of year-end account balances. The review of these documents will also assist us in identifying changes from the prior year in the operations of the City. Each year we will select a sample of transactions to determine to what extent the systems are functioning as described to us. The extent of our sample size will depend upon our assessment of your internal control structure. The selection of transactions for testing will be made using a combination of random, systematic and haphazard sampling techniques. We will test the strengths of the systems to be sure they are functioning as intended. We will identify weaknesses, if any, so that they can be included along with our recommendations in our annual management letter. During the interim audit work we will also arrange for typing of confirmations, finalize the schedule for the completion of the final audit work, complete the listing of client prepared schedules, and perform those tasks which can be efficiently accomplished prior to the end of the year. During August each year we will contact you to determine that the year-end closing is well planned. We will also discuss any matters that may impact our audit procedures or your financial reporting. Audit approach-final audit work . The final audit work will begin each year in October with an entrance conference with the Director of Finance and Management Services and other appropriate staff. Fieldwork will begin with an analytical review of revenues and expenditures/expenses. This review will include a comparison of prior year financial statements and current year budget to the year-end trial balance to identify those accounts which will require further audit work based on materiality levels. The primary objective of the final audit work is to audit the final numbers that will appear in the financial statements. Upon completion of fieldwork and posting of any audit adjustments, we will perform a final analytical review of audited balances to determine if our materiality levels have changed as the result of year-end adjustments and to ensure that sufficient test work has been completed. The fieldwork will be completed by late October. Our management review will be completed in the field during the same time period so that at the conclusion of the fieldwork we have agreement on both the format and the content of the various financial reports. An exit conference will be held at the end of fieldwork to summarize the results of the fieldwork and to review significant findings. We suggest meeting with appropriate City staff on a regular basis. This will avoid being disrupted by questions, one at a time. We find that our workday is far more productive when we can plan ahead, and we are sure that well planned days are your most productive also. 26 25D-1 6 SECTION 4; SPECIFIC AUDIT APPROACH AND METHODOLOGY, _ As part of the annual audit, we will evaluate the internal control structure in order to determine the nature and extent of our audit procedures. Frequently, this evaluation process leads to worthwhile suggestions for improving the internal control structure as well as the efficiency and effectiveness of accounting operations and procedures. All of our recommendations wilt be discussed at an exit conference with relevant City personnel and, if appropriate, presented in writing at the completion of our audit. We are available each year to attend relevant meetings of the City Council. Approach to the Single Audit Our approach to the Single Audit will begin with the identification of Major Federal Financial Assistance Programs from the list of Federal Assistance Program expenditures that City staff will provide. We will require a preliminary listing in connection with our interim audit work. At that time we will identify the major accounting cycles such as cash receipts, purchasing and cash disbursements, payroll procedures, investment procedures, etc. which affect Federal programs. We will prepare flow charts and/or other documentation of these accounting cycles and identify the internal control procedures that the City has established. We will then perform tests of transactions for each of these accounting cycles in order to satisfy ourselves that the internal controls are functioning as intended. We will then work with City staff to identify the systems you have established to monitor compliance with the requirements of the Major Federal Financial Assistance Programs. Next we will select transactions, reports, files, etc. to test that the compliance systems are functioning as intended. We will complete the additional audit procedures in connection with the single audit during the financial audit process. Much of this work will be accomplished in connection with the interim audit work. It will be completed during the final audit work so that we can discuss drafts of the various financial and compliance reports at the same time that we are discussing the other financial reports. Assistance by City Staff We understand that the City has limited staff. As your continuing auditors we will require less assistance from your staff than other auditors as we are already familiar with the controls you have established to monitor compliance with federal programs. Additionally, we will not require the same level of technical assistance in.famillarizing our staff with the flow of information through major and minor accounting cycles such as cash receipts, cash disbursements, payrolls, accounting grants, etc. We understand the overall activities of the finance department such as the preparation and approval of journal entries, the reports generated by your computerized accounting system, and the schedules generated in connection with the year- end closing. By continuing to allow MGO to serve the City the assistance required by City staff will be limited. We will provide a listing of documents and schedules to be prepared by City staff at our entrance conference. Pxnud To19eBottn? Aocomatanl+? 25D-17 ?ECTION 4; SPECIFIC AUDIT APPROACH AND METHODOLOGY, M9 YOU a e db-na o of your operations and ensnare timely del-Ivory ®faaffi aae o s y required deadlines. 561ected by"the City Council - ? April 1.7,20 2 Entrance conference May 29, 2012 Interim audit, Including fieldwork -for F'BID,'OGFA and City operationat audits, and:management I review as described aE?ove, , May 28 -Juno 8, i Interim Exit Conference June 8, 2012_ Deliver draft reports for PSiD, OCFA and City operational audits to management, June 22, 2012 Issue reports for PBID, OCFA and City operational audits. J Deliver, to the;City end submit to the State the City's Annual State Controller's Report 6 (s Zp IZ 5 Year-end audit fieldwork as described above, Exit Conference.. Deliver draft copies of the Successor Agency and Sucessor Housing Agency Financial Statements, CAFR opinion, GANN Llmlt Reports and review of the City's Investment Policy. Deliver draft of management letter and bond disclosure attegtakon•to the City Issue Successor Agency and Sucessor Housing Agency Financial Statements, CAFR, GANN Limit Reports, management ietter, bond disclosure attestation and review of the City's Investment Policy. Deliver the required nurnber of Final copies of, all financial and compliance reports and letters prepared by the auditors. ; / 2, 2012 3tei?lber-2&?°I2 ' i?! Ober 1 - 31, 2012 Ober 31, 2012 November 1, 2012 November 16, 2012 f December 3, 2012 December 14, 2012 Deliver to the City and submit to the former Agency's Annual State Controller's Report, If required, December 29, 2012 I Single Audit Entrance Conference with Department's managing major programs and Finance January, 7, 2013 Single Audit Fieldwork January 7, 2013 - March 1, 20131 Sip le Audit Exit Conferences with,Departments managing major programs and Finance Week of MaCCh 4, 2013, I I Deliver the Final Single Audit Report and Housing Authority attestation reports, including on-line filing with HUD-REAL. March , 2013 28 25D-18 ' d??,? SECTION 4: SPECIFIC AUDIT APPROACH AND METHODOLOGY. our.proven (continuecU s1 ? F i r ? r I r E T, T F u??`d?a???ac?e 4j cur lt7t?rna? cvntr,?s 4(?t,t?3{ (1? y II? ? 1?16?${ln ?iw d ekc{ ?atrn{;` 7 test F?lin ,?{. naiure< <rm[n9 any eVeM or testnlg I app} I ?t{ 1 wlth?tF?e?rlsk?of con't+i?l rnlliiro d?tcrmm4c?.)ti Sing?ej r?ttre?; _ i rTasks ?. • DeveJb test plat} anctest(ng'strafegJA for key contr??, mludt?g natUr?r?rrstngd ex?nt ;t:"i • e testing ?r?d surt7riz? res?(ts ± ?V'a'Ia?e ?Yho{hit ?otrtrolsr??e o?Q.raf(ng? K* Investa?at?:rnotGa se?s? af-?40tmv eil rigs cs` °( * Design,suk?stat?trve}estsbasat?ori'?contr?l i ?e?t?ti? ?eSUI?8 S l?-+ 4 x.. 1r? a 2 ? T?# Z J ,i 1? ?t 4 3 Dex eables 1 'NO fJ j?? c)fi1171? nC?'ltlotl ln?i.,`{ {{e ! 3 ?''{} k .? ,?? ?CFO - i n _ s? -came r 1 ? t.ds?' 33 25D-19 SECTION 4: SPECIFIC AUDIT APPROACHAND METHODOLOGY, Laws and Regi<itlations Approach When planning and performing audit procedures and in evaluating and reporting the results thereof, we need to recognize that an illegal act may materially affect the financial statements. Laws and regulations vary considerably in their relation to the financial statements: Direct and material effect on financial statements • We consider laws and regulations that generally have a direct and material effect on the determination of financial statement amounts. For example, escheat or unclaimed property laws, may affect recorded liabilities and revenues and applicable laws and regulations may affect the amount of revenue accrued under government contracts. However, we consider such laws or regulations from the perspective of their known relation to audit objectives derived from financial statement assertions rather than from a legal perspective. Indirect effect on financial statements • The City may be affected by many other laws or regulations, including those related to occupational safety and health, equal employment, and other violations. Generally, these laws and regulations relate more to an organization's operating aspects than to its financial and accounting aspects, and their financial statement effect is indirect. We ordinarily do not have sufficient basis for recognizing possible violations of such laws and regulations. Their indirect effect is normally the result of the need to disclose a contingent liability because of the allegation or determination of illegality. Normally, our audit does not include procedures specifically designed to detect illegal acts that indirectly affect the financial statements. However, the procedures listed below, which may be performed for the purpose of forming an opinion on the financial statements, may bring possible illegal acts to our attention: • Familiarization with the particular legal operational framework applicable to the client and its operations. • Inquiring of management and the client's attorneys regarding the accounting for and disclosure of loss contingencies. • Inquiring of management as to the laws and regulations that may be expected to have a fundamental impact on the operations of the City. • Discussing with management policies and procedures adopted for identifying, evaluating, and accounting for litigation claims and assessments. • inspecting relevant documentation and correspondence with relevant licensing or regulatory authorities. • Obtaining written confirmation from management that they have disclosed all events of which they are aware which involve possible illegal acts, together with any actual or contingent consequences which may arise. We also remain cognizant for any instances of non-compliance with laws or regulations at all times during the course of our audit that may come to our attention through: • The performance of other substantive procedures; • Review of the minutes of the governing bodies of the City; and • Inquiry of the City and its lawyers regarding litigation, claims, and assessments, and others. Sampling I%- roach Audit sampling is the application of an audit procedure to less than 100% of the items within an account balance or class of transactions for the purpose of evaluating the value of the balance or class. Substantive test ("variables") sampling provides a technique for estimating the extent of monetary misstatement in a class of transactions or balances. It can also be used for estimating the amount of a population. It answers the question, "How much?" rather than "How many?" as In sampling for attributes (such as the operation of a control), and is normally used to help decide if a balance is materially misstated. Sampling can be very useful in performing substantive tests on, for example, inventory or accounts receivable. Sampling is sometimes also used for determining sample sizes for substantive tests of recorded transactions (e.g., vouching of sales, purchases). There are situations when the more formal approach to sample size determination is often not practical. These situations include: • Test counting during inventory observations. • Examining canceled checks when reviewing a bank reconciliation. • Checking depreciation calculations. • Requesting vendor statements. • Testing accruals. • Interviewing client personnel in conjunction with observation and inquiry procedures. • Applying analytical procedures. This does not mean that we would never use sampling for the above types of procedures. For example, sampling might be used when determining the extent of testing for: • Examining canceled checks when the client's outstanding check list consists of an unusually large number of items which are similar in amount, such as a payroll account for a very large client. + Selecting invoices for verifying an accounts payable listing consisting of an unusually large number of items similar in amount. • Testing an accrual comprised of a large number of small items. The application of sampling requires significant auditor judgment in areas such as: 34 25D-20 =d?? L SECTION 4i SPECIFIC AUDIT APPROACH AND METHODOLOGY., i Considering audit approaches other than using audit sampling (e.g,, use of computer-assisted audit techniques (CAATs)). • Defining the population and defining the sampling item. • Assessing the overall risk level for related control, analytical procedures and risk assessment activities. • Determining materiality as a base for calculating the tolerable misstatement (error). • Selecting items for 100% examination. • Determining the sample size, considering factors such as: • Expected misstatement (errors) to be found. • The effect of other tests on the account being tested. MGO encourages the use of statistical sampling whenever practical especially for substantive tests. We use two primary substantive statistical sampling techniques - PPS ('Probability Proportional to Size") sampling and SRS ('Stratified Random Sampling"). We generally first remove all individual items in excess of 90% of the tolerable misstatement from the population for 100% examination prior to selecting a sample, for both PPS and SRS samples. In summary our sampling procedures include the following: • Define the Objective • Define the Population and the Sampling Unit • Define Tolerable Misstatement • Remove Items for 100% Examination • Specify the Desired Level of Sampling Assurance and the Acceptable Risk of Overauditing • Estimate the Expected (Anticipated) Misstatement • Select the Sampling Technique (e.g., non-statistical, PPS, SRS) • Determine the Sample Size • Select the Sample • Examine the Sample Items and Evaluate the Sample Results ea?e•a« 35 25D-21 SECTION 4: SPECIFIC AUDIT APPROACH AND METHODOLOGY, D EDP A i our consults twill r 'd th A+. t th ' I- ' d I ur a JIBS Approach n p ow e e au r eam o in rma on an too s necessary to evaluate the strengths and weaknesses of the City's electronic data MGO's engagement team processing (EDP) controls. This information is used by the assurance team to includes an EDP consultant that develop its audit plans and determines h ow the team executes its financial will examine the integrity and statement audits. Our review of the EDP general controls encompasses the reliability of financial systems from following areas different angles. Our approach _ uses a comprehensive assessment Qxgaa?I?Zoe ion'. $ardlWaX@ and _ of the various aspects of the atti O iie>?a d4 a6 lss Qft1N?r? IT environment that affect the Ideflfificat o_n ald ?aluatron±oe ; t7et@r?nfiiarion arryvheherr accuracy and completeness of opefauonal structure to determine . ' liard?45ro controls prgwded by tho'' financial data. We conduct our w)tether there rs adequate segregattorr eyutpmeat vendor aro usecto the assessments using custom tailored of rduties and functrons In addrtronpp[apr ate Pxtent aril whether tools that take Into consideration ourtools wJfl ass?stip detern mEpg °syster,?_$oftwarea s bi0cted to the complexity and unique nature , bather pesonneE=q0lrficatons_and_ the sarria`contrbl'proc$lures of our client's operations. Our controls ensure rfffeetrve func#ioning those applied to changing; testing; ; evaluation and assessment is of the City!s_mfnrmatrontechnology _ - and rrnplntentrng?applicatons based on physical observation rPSOUrces" .1 hrs would inciuae the and testing, qualitative and revtow 0f backup prUedures'for all ; - ` quantitative assessments, reviews cntieaJ files.`' of documentation and actual - - f * _ practices, and other IT performance 1 data. Our recommendations are Sys #e ?0Mt1?AA1L based on industry best practices D6,001opmen D`etermJnattop arid=evaluation of ttie and use our industry knowledge of _r Ma?i>enance corr3mulaicatrons hardti?areisoft?vare; similar entities to produce practical a>{dl ?ocl><utexratia'It> aril related controls to ensure all solutions that affect positive change. De#ermmation and evaluation on - -_ .. - data are authPrize d; accurately transmitted andrreviewed and t?ho ner there are rocedure? to si fficient{y pt4tecfed ensure that the developmen_of. new system$ and=maJnerance,and changes - to exWlrig systems,are appropTiately auth'gnzed tested •atd implemented: - (,?Iso a dPtern-nnatron on,wliether - opriatc documentation exists for . app) the applications, ,i?cce§s DAtc and _ Determinatiorton w )etheracce?s to ' Pi6Ce a? data fEfes softvyare, hardware -and " Detenrnnati_on on ?Uhother there - _ ctQCUrnentatign is reincted to properly are cgnirols to ensu"re prom-pt authonzed personnel -'.This includes a= -and accurate processing,of data - <. rEyielro ot physical and logical access _ Tiiis mcluc(es the review of data -_ procedures. The review of logical caliture, data 4alidatign artd,edi'l- accessWould=-rnclude,theevaluattonv _ .. transaciign_loggmg=audJhfrails, ?.vlt IJ, Pllu GIIVI_IIgIjyllyu allu confi lentialify of data corlection; In addition, a reyfew of: - the'retention 'for a Lc ' Elles"Will be'eQn uc[ed - 36 25D-22d?., .,;<- PrncdtoAeBaia?Acoviml+mktC 37 25D-23 (Determining Major Programs Audit Process & Approach LSECTION 7: COST PROPOSAL: Pocket-ftotec. tors We innovate to'cut costs, but NEVER at the expense of quality. Value fox Fees, Our fee philosophy is to foster long-term client relationships by offering fair and competitive pricing. Over the years, we have gained an in-depth understanding of the resources required to perform the City's audit. Based on this experience, we have developed a pricing model which will allow us to provide the requisite experience, commitment and quality for your engagement. The City requires a high level of expertise and specialized skills that cross multiple disciplines. Our professionals have a proven reputation for demonstrating an uncompromising dedication to responsive, value-added service. We believe our proposed fees reflect the MGO Team's experience along with our sensitivity to the budgetary concerns you are facing. Below is a summary of assumptions utilized in our fee analysis based on the information noted in the Request for Proposal. Should any of the assumptions noted change based on the City's request or the uncertainty surrounding the financial reporting requirements of the former redevelopment agency, we will work closely with City Management to determine the impact on our fee analysis. Our proposed all-inclusive fees summarized below for completion of audit services assume the following: 1. The Orange County Fire Authority agreed upon procedures begins FY 2013 and is assumed to be performed annually thereafter for the remainder of the contract period. 2. Internal Audit Operational Audits only occur FY 2012, 2013 and 2014. No Internal Audit Operational Audits will occur in FY 2015. 3. The Single Audit includes 8 major programs. Any additional major programs will be billed at the discounted hourly rates commensurate with level of effort, not to exceed $5,000 for each additional major program identified. 4. The State Controller Reports for the former Agency will be performed for the entire duration of the contract. 5. Stand-alone audits of the Successor Agency and Successor Housing Agency will be required for the entire duration of the contract. The cost assigned to these audits represent the level of effort to compile stand alone financial reports. The cost and level of effort related to performing test of controls, compliance and substantive testwork of the Successor Agencies is part of the City Audit fees as the Successor Agencies will be reported in the City's CAFR. The former Agency represents more than 40% of the City's governmental fund assets in the FY 2011 CAFR . 6. All out-of-pocket expenses, including parking, telephone, fee, copying and reproduction are included in the all- inclusive maximum price. You will not be biiied separately for these costs. EXHIBIT C r,''? ?road4'oBrs?a?AROO?mi+aotK 43 25D-24 O '•!•• + SeiviCe! 261;1j12 201?Jj3` X131,14. ;2o1a1{ City Audit $ 84,748 $ 87,290 $ 89,909 $ 92,606 Single Audit (includes 8 major programs) 60,685 62,506 64,381 66,312 GANN 943 971 1,000 1,030 City's Investment Polity Compliance Review 2,547 2,623 2,702 2,783 State Controller Reports - City 7,743 7,975 8,215 8,461 State Controller Reports - RDA 1,661 1,711 1,762 1,815 Independent Financial report for RDA Successor Agency and the Housing Successor Agency of the Redevelopment Agency and ABXI 26 compliance 13,906 14,323 14)53 15,195 City's Operational Audit 7,044 7,255 7,473 - I Housing Authority annual on-line attestation of the Financial Data Schedule 1,573 1,620 1,669 1,719 Bond disclosures attestation 1,706 1,757 1,809 1,864 PBID operational audits 4,250 4,378 4,509 4,644 Orange County Fire Authority Agreed Upon Procedures Audit - 4,058 4,179 4,305 Other Financial Reviews 5,123 5,277 5,435 5,598 Total fQt Fiscal Year (nat,fo-exceed)" $ 191;929` $ 201;944 207,746: $ 206 level 2011/12 2012113' ;:.' 201/14 2014115 Partner 134 136 136 130 Director 15 15 15 15 Manager 274 279 279 271 Senior Accountant 1,012 1,028 1,028 996 Associate 691 715 715 683 Clerical 13 13 13 11 Total 2,139 2,186 2,186 2,106 44 Level 2011,%12, 2012/13" 2013/IA 20?AIi5 Partner $ 28,006 $ 29,277 $ 30,155 $ 29,689 Director 2,145 2,209 2,276 2,344 Manager 34,524 36,209 37,295 37,312 Senior Accountant 80,960 84,707 87,248 87,068 Associate 45,606 48,606 50,064 49,258 Clerical 688 736 759 661 Total $ 191,929 $ 201,744 $ 207,796 $ 206,333 25D-25 • f LEVELFOR,'SUPPLEMENTAL SERVICES. Rates for Addftional Professional Services. The following are discounted hourly rates for any supplemental services the City may request during the term of this contract, The discounted hourly rates are consistent with the billable hourly rates utilized in compiling the all-inclusive maximum price noted in Section 7. nt eiiL LeveE..' 2011/42 > 2012 J_ 13 2Qj3/14, 20f4/15.. _-` Partner $ 209 $ 215 $ 222 $ 228 Director 143 147 152 156 Manager 126 130 134 138 Senior Accountant 80 82 85 87 Associate 66 68 70 72 Clerical 55 57 58 60 _?: t?road'lHBeaalufA?ocoaat? 45 25D-26 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: APRIL 16, 2012 TITLE: AGREEMENT AMENDMENT FOR MERCHANT PAYMENT SERVICES WITH TRANSFIRST, LLC 10 CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ? As Recommended ? As Amended ? Ordinance on 1s` Reading ? Ordinance on 2nd Reading ? Implementing Resolution ? Set Public Hearing For_ CONTINUED TO FILE NUMBER Authorize the City Manager and the Clerk of the Council to amend agreement with TransFirst, LLC for the processing of credit card payments in an aggregate limit not to exceed $165,000, during the extension of the Agreement through September, 2012. DISCUSSION The Treasury Division of the Finance and Management Services Agency is responsible for maintaining all banking related services for the City. A component of banking is payment processing. Currently, customers are able to use a credit card to pay City of Santa Ana fees or charges. Acceptance of a credit card as a form of payment involves utilizing a merchant service company to process credit cards through Mastercard or Visa. TransFirst, LLC is the City's merchant service company. TransFirst presents all MasterCard and Visa transactions on behalf of the City for a (discount) fee as dictated in part by MasterCard and Visa. A renewal of the amended agreement with TransFirst, LLC is needed for the processing of credit card payments for a total not to exceed $165,000 annually. FISCAL IMPACT Total contract cost of the agreement is estimated to be $165,000. Funds are available in various department accounts (various 62300). Francisco Gutierrez Executive Director Finance & Management Services Agency 25E-1 25E-2 FOURTH AMENDMENT TO AGREEMENT THIS FOURTH AMENDMENT TO AGREEMENT (this "Amendment") is entered into on April 16, 2012, by and between TransFirst Health and Government Services, LLC ("Consultant") and the City of Santa Ana, a charter city and municipal corporation of the State of California ("City"). RECITALS: A. The City and Consultant entered into Consultant Agreement # N-2004-024 dated March 1, 2004 (hereinafter the "Agreement") pursuant to which Consultant has provided credit card payment processing services for City utility bill customers. B. By First Amendment A-2007-051, dated February 20, 2007, the parties agreed that Consultant provide Electronic Bill Payment Processing services, added compensation to pay for services and extended the term of said Agreement. C. By Second Amendment A-2008-198, dated July 7, 2008, and Third Agreement A-2009- , dated April 6, 2009, the parties agreed to extend the term and increase compensation to pay for services during the extended term. D. The parties now wish to again amend the Agreement to document their continued agreement that Consultant will continue to provide payment processing services, add compensation to pay for services during the extended term, and extend the term of said Agreement. WHEREFORE, in consideration of the covenants contained in said Agreement, and subject to all the terms and conditions of said Agreement, except those amended in this First Amendment to Agreement, the parties agree as follows: 1. Section La., COMPENSATION, shall be amended to read as follows: "The City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges set forth in Exhibit 1, to the First Amendment to Agreement. The total sum to be expended during the term commencing March 1, 2010, through September 30, 2012, shall not exceed $165,000." Section 2, TERM, shall be amended to extend the termination date to September 30, 2012. In order to provide uninterrupted services, the parties agree that any services provided by Consultant between March 1, 2010 and the date of this Fourth Amendment to Agreement, shall be included within the scope of services of said Agreement. 3. Except as hereinabove modified, all terms and conditions of said Agreement shall remain in full force and effect. Signatures on following page 25E-3 IN WITNESS WHEREOF, the parties hereto have executed this Fourth Amendment to Agreement on the date and year first written above. ATTEST: CITY OF SANTA ANA MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: JOSEPH STRAKA Interim City Attorney By: Laura Sheedy Assistant City Attorney PAUL M. WALTERS Interim City Manager TRANSFIRST HEALTH AND GOVERNMENT SERVICES By: CHRISTY COREY President 25E-4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: APRIL 16, 2012 TITLE: RESOLUTION AND AUTHORIZATION TO SUBMIT BICYCLE TRANSPORTATION ACCOUNT PROJECT APPLICATIONS CITY M NAGER 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 Adopt a resolution supporting State funding of two projects in the city and authorizing the City Manager to submit the First Street Bike Lane and Maple Bike Trail Enhanced Crossings Projects for funding consideration under the Bicycle Transportation Account. DISCUSSION The State of California Department of Transportation issued a call for Bicycle Transportation Accounts (BTA) applications for fiscal year 2012-2013. BTA is a State-funded program which provides construction funds for projects that improve safety and convenience for bicycle commuters. In response to this call, the City is requesting authorization to submit grant applications for two projects: First Street Bike Lane from Harbor Boulevard to Newhope Avenue, and Maple Bike Trail Enhanced Crossings (Exhibit 2). The First Street Bike Lane Project involves a new Class II (on-street) bike lane installation. The Maple Bike Trail Enhanced Crossings Project will enhance the bike trail crossing safety at Occidental Street, Saint Andrews Place, and Saint Gertrude Place. The enhancements include traffic calming to narrow the bike trail street crossings with bulb outs and painted crosswalks. The application deadline is April 27, 2012. 55A-1 Authorization to Submit BTA Project Applications April 16, 2012 Page 2 of 2 FISCAL IMPACT For the First Street Bike Lane and Maple Bike Trail Enhanced Crossings Projects the City will need to provide 10 percent matching funds, and the Bicycle Transportation Account will provide 90 percent of the funding for any project that is approved for funding. The City's 10 percent match for those projects receiving BTA grant funds will be budgeted in a future Capital Improvement Program. APPROVED AS TO FUNDS AND ACCOUNTS: r. _ Rau Godinez I I Executive Direc r Public Works Agency RG/ZK Exhibits: 1. Resolution 2. Location Map 3. Project Cost Francisco Gutierrez y Executive Director Finance & Management Services Agency 55A-2 Lss4/9/12 RESOLUTION NO. 2012-XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING THE SUBMISSION OF PROJECTS FOR FUNDING UNDER THE BICYCLE TRANSPORTATION ACCOUNT 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 California Department of Transportation is responsible for administering the Bicycle Transportation Account (BTA) which provides state funds for city and county projects to improve safety and convenience for bicycle commuters. B. To be eligible for BTA funding, the City of Santa Ana is required to adopt a bicycle transportation plan that meets the requirements of the California Transportation Act (California Streets and Highways Code Section 891.2) and is approved by the regional transportation authority. C. On May 22, 2009, the Orange County Transportation Authority (OCTA) adopted its OCTA Commuter Bikeways Strategic Plan (CBSP) which is consistent with the Santa Ana bicycle transportation plan. D. Projects funded through the Bicycle Transportation Account, require that the applicant furnish funding for ten percent (10%) of the total cost of constructing the proposed bikeways and related facilities. Section 2. The City Council of the City of Santa Ana authorizes the City Mangager and/or the Executive Director of the Public Works Agency to submit an application for Bicycle Transportation Account funding for two bicycle facilities projects including: First Street bike lane from Harbor Boulevard to Newhope Avenue Maple Bike Trail Enhanced Crossings Section 3. The City Council of the City of Santa Ana certifies that, if selected, the City will provide the required ten percent matching funds, and will have sufficient funds to operate and maintain the project(s). Resolution 2012-xxx Page 1 of 2 55A-3 Section 4. The City Council of the City of Santa Ana authorizes the City Manager and/or the Executive Director of the Public Works Agency to execute and submit all documents and take any actions necessary, for and on behalf of the City of Santa Ana, for the purpose of obtaining financial assistance from the State of California, Department of Transportation, under the Bicycle Transportation Account. 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. ADOPTED this day of 2012. Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: Laura S. Sheedy Assistant City Attorney AYES: NOES: Councilmembers Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF PUBLICATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2012-XXX to be the original resolution adopted by the City Council of the City of Santa Ana on Date: Clerk of the Council City of Santa Ana Resolution No. 2012-xxx Page 2 of 2 55A-4 Maple Bike Trail Enhanced Crossings SANTA ANA /?•? 1 City Council RESOLUTION AND AUTHORIZATION FOR BTA PPWA i Agenda Date APPLICATIONS FOR FIRST STREET AND MAPLE BIKE TRAIL ENHANCED CROSSINGS PUBLIC WORKS April 16, 2012 2 Bicycle Transportation Account Bicycle Facilities Projects Recommended for Grant Application FY 2012-2013 Location Project Cost First Street from Newhope Avenue to Harbor Boulevard $143,000 Maple Bike Trail Enhanced Crossings $300,000 Total $443,000 Exhibit 3 55A-6 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: APRIL 2, 2012 TITLE: PUBLIC HEARING - COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM FY 2012-2013 CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ? As Recommended ? As Amended ? Ordinance on 15f Reading ? Ordinance on 2"d Reading ? Implementing Resolution ? Set Public Hearing For_ CONTINUED TO FILE NUMBER 1. Approve the proposed Fiscal Year 2012-2013 Community Development Block Grant Program. 2. Direct the City Attorney to prepare and authorize the City Manager and the Clerk of the Council to execute memorandums of understanding with city departments and agreements with nonprofit agencies awarded funds as part of the approved program. DISCUSSION Since Fiscal Year 1974-1975, Santa Ana has received Community Development Block Grant (CDBG) funds to improve low- and moderate-income neighborhoods, eliminate blight and create a more stable economic base. These funds have been used for a diverse range of programs including housing, street improvements, parks and public facilities improvements, social services, historic preservation and community services. In past years, the City has used an application process to make public service funds available to nonprofit organizations that meet one of the priorities identified in the City's Consolidated Plan (the City's five-year strategic plan that identifies housing and community needs that are required by the U. S. Department of Housing and Urban Development [HUD]). Like communities throughout the nation, the current economic climate continues to present serious budget challenges to Santa Ana. These challenges include an increased demand for a variety of municipal services, the elimination of redevelopment tax increment, the redirection of local revenues to the state, and an overall decline in various tax revenues. To address these challenges, the City continues to make the difficult decision to limit the amount of CDBG funds available for nonprofits for the 2012-2013 Fiscal Year to City-managed programs. 75A-1 Public Hearing - CDBG Program FY 2012-2013 April 2, 2012 Page 2 The proposed Fiscal Year 2012-2013 CDBG program and budget (Exhibit 1) consists of the staffs funding recommendations for the program. The City Council public hearing will provide an opportunity for public input and the completion of the process necessary to submit our locally approved program to HUD. FISCAL IMPACT Approval of the recommended action will authorize the City Manager to submit the approved program to HUD and to execute a grant agreement, which will result in the City's CDBG letter of credit being augmented by an estimated $5,680,480. APPROVED AS TO FUNDS AND ACCOUNTS: Nancy T. wards Interim Ex utive Director, Community Development Agency Francisco Gutierrez Executive Director r Finance & Management Services Agency NTE/FH/mlr Exhibit: 1: Program Recommendations 75A-2 Community Development Agency CDBG FUNDING PLAN PROPOSED PLAN PROGRAM FY 12/13 ADMINISTRATION & PLANNING Program Administration-CDBG $ 664,576 Program Administration-HOME $ 200,000 Neighborhood Improvement-Admin. $ 200,000 Fair Housing Council of Orange County $ 71,520 CODE ENFORCEMENT Code Enforcement $ 1,250,000 Legal Services $ 50,000 SOCIAL SERVICES PD-PAAL Program $ 144,000 PD-HEART Program $ 35,000 PD-GRIP Program $ 185,000 PRCSA-Library Tutors $ 258,072 PRCSA-Project Pride $ 150,000 PRCSA-Senior Meals $ 80,000 CITY CAPITAL IMPROVEMENTS Public Facilities-Various Residential Streets $ 748,632 Public Facilities-Park-Maybury lighting $ 435,000 Public Facilities-Park-El Salvador Walkway $ 171,000 Public Facilities-Park-Windsor Walkway $ 134,400 Public Facilities-Park-Centennial Rock Slope $ 112,280 Public Facilities-Park-Madison Community Garden $ 376,000 HOUSING REHABILITATION Single Family Rehab-Non Profit $ 90,000 Single Family Rehab-City $ 200,000 Multi Family Rehab Loans $ 125,000 TOTAL $ 5,680,480 CDBG ALLOCATION $ 5,680,480 SURPLUS/DEFICIT EXHIBIT 1 75A-3 75A-4 COMAUNITY DEVELOPMENT BLOCK GRANT PROGRAM CITY OF SANTA ANA CITY AGENCY PROPOSAL FISCAL YEAR 2012-13 PROGRAM 75A-5 4 COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM CITY OF SANTA ANA CITY AGENCY PROPOSAL FISCAL YEAR 2012-13 PROGRAM AGENCY: Community Development PROJECT NAME: Program Administration-CDBG AMOUNT REQUESTED: $ 664,576 The City is requesting funding for the administration and oversight of the CDBG program. 75A-6 COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM CITY OF SANTA ANA CITY AGENCY PROPOSAL FISCAL YEAR 2012-13 PROGRAM AGENCY: Community Development PROJECT NAME: Program Administration-HOME AMOUNT REQUESTED: $ 200,000 The City is requesting funding for the administration and oversight of the HOME program. Under the CDBG regulations CDBG funds may be used for the administration of the HOME program. 75A-7 4 COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM CITY OF SANTA ANA CITY AGENCY PROPOSAL FISCAL YEAR 2012-13 PROGRAM AGENCY: Community Development PROJECT NAME: Planning-Neighborhood Improvement AMOUNT REQUESTED: $ 200,000 The City is requesting funding to provide information and other resources to residents and citizen organizations participating in the planning, implementation, or assessment of activities being assisted with CDBG funds. 75A-8 Z COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM CITY OF SANTA ANA CITY AGENCY PROPOSAL FISCAL YEAR 2012-13 PROGRAM AGENCY: Orange County Fair Housing PROJECT NAME: Santa Ana Fair Housing Education, Counseling and Enforcement AMOUNT REQUESTED: $ 71,520 Orange County Fair Housing is requesting funding to provide fair housing education, counseling and enforcement services to current or potential Santa Ana households. Additionally landlord/tenant counseling will be provided to assist housing providers and consumers. The agency estimates that it will serve 990 households. 75A-9 COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM CITY OF SANTA ANA CITY AGENCY PROPOSAL FISCAL YEAR 2012-13 PROGRAM AGENCY: Planning and Building/City Attorney's Office PROJECT NAME: Code Enforcement AMOUNT REQUESTED: $ 1,300,000 Community Development Block Grant funds will support the salaries and benefits of Community Preservation personnel performing residential code enforcement activities in targeted areas of the city. Funding will also be used for salaries and benefits of city attorneys for the prosecution of cases. 75A-10 COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM CITY OF SANTA ANA CITY AGENCY PROPOSAL FISCAL YEAR 2012-13 PROGRAM AGENCY: Police Department PROJECT NAME: PAAL Program AMOUNT REQUESTED: $ 144,000 The program takes a three-step approach. The first step is to provide safe haven where youths can gather without the fear of violence or intimidation. At the haven, youths will be provided with an environment that enables them to study, complete homework, and to work on school projects. Youths will have access to computers, school supplies, educational materials, and private tutoring all at no cost. The focus is on academic achievement. Second, youths will have the chance to participate in recreational and educational field trips. These field trips concentrate on broadening the knowledge and social awareness of youths to opportunities they might not be cognizant of due to their socioeconomic status. Finally, the sport and athletic programs coached by police officers teach youths the importance of teamwork, sportsmanship, and the fact that police officers are humans sincerely interested in their development. This aspect of the program builds the bonds of trust and communication between youths and police officers. The CDBG funds would be used to increase the programs positive involvement in the community by adding services to approximately 1,100 aditional Santa Ana youth. This would be accomplished by opening a second SAPAAL facility in the Villa Del Sol apartment complex. This facility would serve approximatley 40 kids per day, Monday through Friday from 2:30 to 6:30 PM. Two part-time recreation coordinators would be hired with the CDBG funds to work at this facility and would provide an environment that enables them to study, complete homework, work on school projects and interact on a daily basis with police officers in a positive manner. 75A-11 COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM CITY OF SANTA ANA CITY AGENCY PROPOSAL FISCAL YEAR 2012-13 PROGRAM AGENCY: Police Department PROJECT NAME: HEART Program AMOUNT REQUESTED: $ 35,000 The Santa Ana Police Department recognizes that criminalization of homeless individuals is not the solution to this ever growing problem. While enforcement is definitely needed to maintain public safety, cleanliness and order in the Civic Center and surrounding area, it must be coupled with alternatives that will prevent the homeless person from having continuous contact with the police. Taking from HUD's Continuum of Care philosophy, the Santa Ana Police Department, and specifically the Civic Center Detail, seeks to create a program that will identify and determine individual needs, partner with entities that provide assistance to the homeless population, and then unite the two thereby providing a viable option for the homeless. The ultimate goal will be to provide a measureable program with its sight set on self-sufficiency for those desiring to escape homelessness. The Santa Ana Police Department's Homeless Evaluation/Assessment Response Team (HEART) will achieve this goal. This program will be established to provide long-term solutions beyond the short-term solutions offered through enforcement of laws and ordinances. This will occur by: • Identification of the homeless and understanding of individual needs • Identifying entities that can provide resources • Creating partnerships and providing referrals. • Program maintenance and management The Civic Center Detail is best suited for implementation of this program for several reasons. The officers provide service to this area seven days a week. The officers have been trained to treat each person with the respect and dignity they deserve and as such have built a good rapport within the Civic Center. Furthermore, the officers have the opportunity to contact the non-profit organizations that currently provide services to the homeless population. Lastly, many relationships with outside entities that can provide services already exist with the supervisors that oversee the Detail. Additionally funds will be used for a referral and service coordinator. 75A-12 COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM CITY OF SANTA ANA CITY AGENCY PROPOSAL FISCAL YEAR 2012-13 PROGRAM AGENCY: Police Department PROJECT NAME: GRIP Program AMOUNT REQUESTED: $ 185,000 This project is designed to provide sustainability of a suitable living environment by expanding intervention, prevention, and suppression programs aimed at reducing criminal activities of gangs. It utilizes a combination of prevention, outreach, probation checks, and arrests to deter the criminal activities of gangs and their members. The GRIP has previously determined what areas in the entire City qualify as low-mod by census tract. The neighborhood selected is one that is in a qualified census tract and one that the City constantly does projects in with other funds to help eliminate blight and reduce criminal activity. GRIP is a program that involves a collaboration of several agencies with the goal of preventing children from joining a criminal street gang. GRIP does not work with gang members, but target students 4th -8th grade students who are at-risk of joining a gang. There are many components of the GRIP program which are all implemented with the goal of preventing Orange County children from joining a criminal street gang. These components include educating parents, faculty and students about the negative impact of criminal street gangs and the signs that a child may be at-risk of joining a gang. GRIP also conducts curfew sweeps. These curfew sweeps are law enforcement operations which involve police officers targeting juvenile curfew violators on school nights. GRIP also conducts Truancy Sweeps. The Truancy Sweeps involve going to the home of chronically truant students and intervening with the students and their parents GRIP conducts Intervention meetings called Strike Team meetings. These are interventions with the minors and the parents of the minors that the GRIP schools have identified as being at-risk of joining a criminal street gang. At these intervention meetings, the parents are informed of their responsibilities under the law and parents and students are required to sign a behavior contract and are given the necessary resources to make positive changes. The GRIP program has several positive incentive programs in place to reward students who meet their goals set by the GRIP partners. The GRIP program also initiates and leads community Gang Prevention programs, including parent greeter and neighborhood watch programs. 75A-13 4 COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM CITY OF SANTA ANA CITY AGENCY PROPOSAL FISCAL YEAR 2012-13 PROGRAM AGENCY: Parks, Recreation, and Community Services Agency PROJECT NAME: Library Tutor Program AMOUNT REQUESTED: $ 258,072 The program provides free bilingual after-school homework help in all school subjects by providing tutoring to all Santa Ana students in grades K-12 at the two library sites (Main Library and Newhope Library) and Jerome Center. Tutors work with individual students to help them understand and complete homework assignments, as well as assisting students who are having difficulties with basic reading and math skills. The program provides: • Free homework help for all Santa Ana students (5-12) • Qualified bilingual tutors; • Access to computers and the Internet to fill the technological gap between schools and homes; • Interactive academic enhancement through educational software; • Computer workshops on various topics, creative writing workshops, Buddy Programs, college and career guidance programs and mentoring opportunities 75A-14 4 COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM CITY OF SANTA ANA CITY AGENCY PROPOSAL FISCAL YEAR 2012-13 PROGRAM AGENCY: Parks, Recreation, and Community Services Agency PROJECT NAME: Project PRIDE AMOUNT REQUESTED: $ 150,000 The program will provide positive alternatives for youths through family and teen recreation and volunteer activities and provides opportunities for family member's to make meaningful contributions to their communities and helps them earn respect. The Family PRIDE clubs will participate in recreational excursions and four special events including a family picnic, family camp out, arts and crafts competitions and holiday dinner. During the grant year, Project PRIDE will coordinate Family PRIDE clubs at eight sites in Santa Ana. A total of 900 Santa Ana residents are estimated to be served. 75A-15 4 COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM CITY OF SANTA ANA CITY AGENCY PROPOSAL FISCAL YEAR 2012-13 PROGRAM AGENCY: Parks, Recreation, and Community Services Agency PROJECT NAME: Senior Meals AMOUNT REQUESTED: $ 80,000 The program will provide the following. Congregate Meals: Participants in the Senior Lunch Program will be provided a daily (Monday-Friday) hot nutritional lunch at 3 nutrition sites in Santa Ana. Locations: Southwest Senior Center Santa Ana Senior Center Vietnamese Community Center Participants will also be part of nutrition education on various senior health topics every quarter by our Dietician. Home Delivered Meals: Participants in the Home Delivered Meals program will receive 3 meals per day 5 days per week and case management services. Meals will be delivered by paid and volunteer drivers. Eligibility and case management services will be provided by CSS Case Managers. Participants will also have access to other services at no charge including in-home services, respite services, home safety equipment, and other resources. 75A-16 { I COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM CITY OF SANTA ANA CITY AGENCY PROPOSAL FISCAL YEAR 2012-13 PROGRAM AGENCY: Public Works Agency/Parks, Recreation, and Community Services Agency PROJECT NAME: Public Facility Improvements AMOUNT REQUESTED: $ 1,977,312 CDBG funding requested will be used to fund improvements of public facilities in CDBG eligible areas of the City that receive the highest priority based on the City's needs. Below is a list of the proposed projects for FY 12/13 • Neighborhood Streets • Maybury Park Lighting • El Salvador Park Walkway • Windsor Park Walkway • Centennial Park Rock Slope • Madison Park Community Garden 75A-17 COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM CITY OF SANTA ANA CITY AGENCY PROPOSAL FISCAL YEAR 2011-12 PROGRAM AGENCY: Paint Your Heart Out PROJECT NAME: Paint Day Santa Ana AMOUNT REQUESTED: $ 90,000 The purpose of Paint Day Santa Ana is to restore hope to low-income seniors and disabled homeowners by completing repairs, restoring and painting their homes, at no cost to homeowners. The program counters neighborhood blight and promotes community pride through volunteerism. PYHO's 500-member Paint Day Santa Ana volunteer army completes the home refurbishing work. Hundreds of volunteers will be recruited from the community to repair and refurbish 15 homes in the City of Santa Ana for low-income to moderate-income senior and/or disabled homeowners. The restoration of hope and revitalization of community takes place annually on Paint Day Santa Ana. Each home receives an average of $7,000 in exterior and landscape improvements. Specific services provided during the year to execute Paint Day Santa Ana include: 1) screening applicants on the waiting list, 2) outreach to the target neighborhoods for additional applicants, 3) meeting with community leadership to accomplish project goals, 4) training project volunteers, 5) securing resources to perform repairs, prep work and painting, 6) assessing all selected homes and creating work plans for each, 7) completing the prep and painting of 15 homes, an 8) recognizing volunteers and sponsors. Santa Ana residents will receive home restoration services for Paint Day that may include: 1) repairs around the house 2) replacing broken windows & locks 3) landscaping/tree trimming 4) garage door replacement/repairs 5) stucco repair and wood replacement 6) referral to CAPOC 7) handrails if needed 8) lead paint abatement 9) prepping and exterior painting 10) waste removal 11) other needed repairs as discovered Completed repairs will average $7,000 per house and will denote approximately $105,000 in Santa Ana community improvements 75A-18 z COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM CITY OF SANTA ANA CITY AGENCY PROPOSAL FISCAL YEAR 2012-13 PROGRAM AGENCY: Community Development Agency PROJECT NAME: Single-Family Rehabilitation Loans AMOUNT REQUESTED: $ 200,000 Community Development Block Grant funds will support property owners in rehabilitating their personal residence. The purpose of the program is to stabilize and improve single-family owner occupied housing stock in the city. 75A-19 4 COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM CITY OF SANTA ANA CITY AGENCY PROPOSAL FISCAL YEAR 2012-13 PROGRAM AGENCY: Community Development Agency PROJECT NAME: Multi-Family Rehabilitation Loans AMOUNT REQUESTED: $ 125,000 Community Development Block Grant funds will support property owners in rehabilitating their rental property. The purpose of the program is to stabilize and improve multi-family rental housing stock in the city. Property owners must agree to set aside a portion of the rehabilitated units at an affordable rental rate for low-income households. 75A-20